The Directors are pleased to present the 14th Annual Report on the
 business and operations of the Company together with the Audited
 Statements of Accounts for the year ended March 31, 2011.
 
 Financial Performance
 
                                                         (Rs. in lacs)
 
                                              Year ended    Year ended 
 Particulars                               March 31,2011 March 31,2010
 
 Retail Turnover
 
 Own merchandise 
 (including concession sales)                 172,583.12    141,583.75
 
 Consignment merchandise                       18,130.30     13,074.07
 
 Other Retail operating income                  2,186.88      2,178.93
 
                                              192,900.30    156,836.75
 
 Less: Value Added Tax                          8,960.24      6,856.84
 
 Less: Cost of consignment merchandise         12,965.82      9,429.83
 
                                              170,974.24    140,550.08
 
 Other Income                                     945.47        631.17
 
                                              171,919.71    141,181.25
 
 Profit before Depreciation & Tax              14,482.46      9,669.57
 
 Less: Depreciation                             3,099.88      3,102.54
 
 Profit before Tax                             11,382.58      6,567.03
 
 Less: Provision for Tax                        3,865.00      1,543.98
 
 Profit after Tax                               7,517.58      5,023.05
 
 Add/(Less): Balance brought forward 
 from previous year                             2,685.19    (1,476.00)
 
 Proposed Dividend 
 (incl. Dividend Distribution Tax)                695.84        610.71
 
 Transfer to General Reserve                      375.88        251.15
 
 Balance carried forward                        9,131.05      2,685.19
 
 Performance Review
 
 Your Company has opened eight departmental stores i.e. one each at
 Aurangabad, Bengaluru, Bhopal, Durgapur, Indore, New Delhi, Pune and
 Siliguri, taking its chain of stores to 40 stores (including two
 airport stores) spread across India. Further, the Company has also
 opened one HomeStop at Lucknow, taking its tally to 5 stores.
 
 The revenue is Rs. 171,919.71 lacs (previous year: Rs. 141,181.25
 lacs), registering a growth of 21.77% y-o-y basis. The net Profit
 achieved was Rs. 7,517.58 lacs (previous year net profit of Rs.
 5,023.05 lacs).
 
 Dividend
 
 Your Directors are pleased to recommend a dividend of Rs. 0.75 per
 equity share of Rs. 5 each, [(previous year: Rs. 1.50) per equity share
 of Rs. 10 each.]
 
 The dividend, once approved by members in the ensuing Annual General
 Meeting will be paid out of the profits of the Company for the year and
 will sum up to a total of Rs. 695.84 lacs, including dividend
 distribution tax.
 
 Awards and Recognition
 
 Your Company has been conferred inter-alia with the following awards
 and recognitions during the year under review:
 
 - Department Store of the Year by Star Retailer Awards.
 
 - Merit Certificate in the category Department Store > 20000 sq.ft. at
 the VMRD Retail Design Awards 2011.
 
 - Prestigious Loyalty award for Customer & Brand loyalty in the Retail
 Sector at the Loyalty Summit.
 
 - Best Retail Marketing Campaign of the Year Award and Customer Loyalty
 programme award at the 7th Reid & Taylor Awards for Retail Excellence
 at Asia Retail Forum (Asia Retail Congress).
 
 - Marketing Idea of The Year award for the Zoozoo merchandise tie-up
 with Vodafone-Essar at ET Retail Awards, backed by the Economic Times
 and Retailers Association of India (RAI).
 
 - Most Respected Company in the Retail Sector by Business World.
 
 - shoppersstop.com has been recognised as the Most Admired Non-Store
 Fashion and Lifestyle Retailer of the Year at the Images Fashion
 Awards 2011.
 
 Further Issue of Capital
 
 To meet the fund requirements entailed by the strong growth potentials,
 the Company issued 2,000,000 equity shares of Rs. 10/- each to
 Qualified Institutional Buyers at a price of Rs. 649/- in accordance
 with SEBI (Issue of Capital and Disclosure Requirements) Regulations,
 2009 & pursuant to the approval of members accorded by Postal Ballot on
 December 16,2009. Further the Company has also simultaneously allotted
 4,000,000 equity shares of Rs. 10/- each at a price of Rs. 307.18/-, to
 the promoters of the Company on preferential basis, consequent upon
 exercise of their option for conversion of 4,000,000 warrants, in
 accordance with SEBI Guidelines.
 
 Credit Rating
 
 During the year. Fitch Ratings India Private Limited has upgraded
 rating for commercial paper and short-term debt programme of Company
 from F1 (ind) to F1 + (ind). The limit of the rating has been
 increased from Rs. 80 crores to Rs. 100 crores out of which Rs. 50
 crores would be carved out of the sanctioned working capital limit of
 the Company.
 
 During the year. Credit Analysis & Research Limited (CARE) has awarded
 PR1 + rating for commercial paper and short-term debt programme of
 Company for Rs. 100 crores, out of which Rs. 70 crores would be carved
 out of the sanctioned working capital limit of the Company. Your
 Company has also obtained credit rating from CARE for long-term bank
 facilities of Rs. 291 crores and short term bank facilities of Rs. 40
 crores. The rating assigned for long-term bank facilities and
 short-term bank facilities are CARE A+ and PR1 + respectively. Your
 Company has also obtained credit rating CARE A + from CARE for
 Non-Convertible Debenture Issue of Rs. 100 crores.
 
 Finance
 
 Your Company continues with various initiatives for bringing down the
 cost of borrowings which includes application of short- term
 instruments like commercial paper, working capital demand loans within
 working capital borrowing, so as to have funds at competitive cost.
 
 Sub-division of shares
 
 As approved by members, by Postal Ballot on December 23, 2010, the
 Company has sub-divided the equity share of the face value of Rs. 10
 each into two equity shares of Rs.  5 each. The Company had fixed
 January 13,2011 as the Record Date for the purpose of sub-division of
 the equity shares.
 
 Employees Stock Option Plan
 
 The grant of stock options to employees is a mechanism to align the
 interest of employees with those of the Company, to provide them with
 an opportunity to share the growth of the Company and also to foster
 the long-term commitment. Your Company has formulated and designed
 various Employees Stock Option Plan Schemes for its employees and
 options were granted in accordance with Securities and Exchange Board
 of India (Employees Stock Option Scheme and Employees Stock Purchase
 Scheme) Guidelines, 1999, as amended. The Compensation/ Remuneration
 Committee of the Company administer and monitor the same.
 
 During the year under review, the Company has allotted 154,420 equity
 shares of Rs. 10 each (before sub-division as stated above) and 29,308
 equity shares of Rs. 5/- each on exercise of vested options by certain
 employees under the said ESOP Schemes.
 
 The particulars of Employees Stock Option Plan (ESOP) Schemes, as
 required by SEBI (Employee Stock Option Scheme and Employee Stock
 Purchase Scheme) Guidelines, 1999, as amended, are appended herewith
 and forms part of this Report.
 
 Subsidiary Companies and Consolidated Financial Statements
 
 In accordance with the Accounting Standard AS-21 on consolidated
 financial statements, your Directors have pleasure in attaching the
 consolidated financial statements, which form part of this Annual
 Report. These consolidated financial statements provide financial
 information about your Company and its subsidiaries as a single entity.
 
 Ministry of Corporate Affairs, Government of India vide General
 Circular No : 2/2011 dated February 8, 2011, has granted general
 exemption under Section 212 of the Companies Act, 1956, to the holding
 companies, from attaching the specified documents of its subsidiary
 companies, as referred in Section 212(1) of the Act, with its Balance
 Sheet, on fulfillment of certain conditions. The Company has fulfilled
 these specified conditions and accordingly, the said documents of
 subsidiary companies are not attached to the financial statements of
 the Company. A summary of the financial performance of the subsidiary
 companies is given in this Annual Report. The annual accounts of the
 subsidiary companies and the related detailed information are made
 available to shareholders of the company and subsidiary companies
 seeking such information. The Annual Accounts of subsidiary companies
 are also open for inspection by any member at the registered office of
 the company and of the subsidiary company.
 
 During the year under review, on June 30, 2010, the Company has
 increased its equity stake in Hypercity Retail (India) Ltd.; from 19%
 to 51% and made it, as its subsidiary. The Company also holds 51% of
 Hypercitys preference share capital.
 
 The Company and Crossword Bookstores Limited, its wholly-owned
 subsidiary has mutually terminated the franchise agreement with effect
 from end of business hours of September 30, 2010 and accordingly,
 Crossword business was handed over back to Crossword Bookstores
 Limited.
 
 Human Resources
 
 The Company takes great pride in the commitment, competence and vigour
 shown by its employees in all realms of business. The Company continues
 to take new initiatives to further align its HR policies to meet the
 growing needs of its business. People development continues to be a key
 focus area in the Company. Special designed training modules for the
 frontline employees are being delivered from time to time to meet the
 training needs of the employees. Human relations remained cordial
 throughout the year. As in the earlier years, the Company conducted
 several training programmes.
 
 As on date of the Balance Sheet, the Company had a total of 4,317
 Customer Care Associates.
 
 Fixed Deposits
 
 During the year under review, the Company has not accepted any deposit
 under Section 58A of the Companies Act, 1956, read with Companies
 (Acceptance of Deposits) Rules, 1975. No amount of principal or
 interest was outstanding as on the Balance Sheet date.
 
 Auditors
 
 Your Companys Statutory Auditors, Deloitte Haskins & Sells, Chartered
 Accountants, Mumbai, retire at the conclusion of the ensuing Annual
 General Meeting. Deloitte Haskins & Sells have sought the
 re-appointment and have confirmed that their re-appointment, if made,
 shall be within the limits laid down under Section 224(1B) of the
 Companies Act, 1956.
 
 The Audit Committee and the Board of Directors recommend the
 re-appointment of Deloitte Haskins & Sells, Chartered Accountants, as
 the Statutory Auditors of the Company.
 
 Directors
 
 In appreciation of Mr. Govind Shrikhandes farsighted vision, wisdom
 and guidance, which have been invaluable to the Companys growth, he
 was elevated as a Customer Care Associate & Managing Director of the
 Company for a period of 3 years commencing from July 29, 2010. Before
 this appointment, Mr. Shrikhande was President & CEO & Executive
 Director of the Company.
 
 Your Directors would like to place on record their sincere gratitude
 towards the guidance and contribution made by Mr. Shrikhande and
 welcomes him, as the Managing Director of the Company.
 
 In accordance with the provision of the Companies Act, 1956 and
 Articles of Association of the Company, Mr. B. S. Nagesh and Mr.
 Shahzaad Dalai, Directors of the Company, retire by rotation at the
 ensuing Annual General Meeting and being eligible, offer them for
 re-appointment. A brief resume of these Directors, nature of their
 expertise in specific functional areas, names of companies in which
 they hold the directorships/chairmanships of Committees of the Board as
 stipulated under Clause 49 of the Listing Agreement with the stock
 exchanges are given in the explanatory statement annexed to the Notice
 convening the fourteenth Annual General Meeting.
 
 Corporate Governance
 
 The Company has been pro-active in following the principles and
 practices of good Corporate Governance. The Company has taken adequate
 steps to ensure that the conditions of Corporate Governance as
 stipulated in clause 49 of the listing agreement with the Stock
 Exchanges are complied with.
 
 A separate section on Corporate Governance and Auditors Certificate is
 annexed hereto and forms part of this Report.
 
 Compliance with the Code of Conduct
 
 The Company had evolved and adopted a Code of Conduct for its Board of
 Directors and its management personnel based on the principles of good
 corporate governance and best management practices. The declaration of
 compliance with the Code of Conduct has been received from them. The
 Code is available on the website of the Company. A certificate to this
 effect from Mr. Govind Shrikhande, Managing Director forms part of this
 Report.
 
 Demat Suspense Account Unclaimed Shares
 
 During the year under review, 50 equity shares of Rs. 5/- each were
 transfered from the suspense account to a shareholder demat account.
 As on date, there are 700 Equity Shares of Rs. 5/- each (post
 sub-division), which were allotted in Initial Public Offering of 2005,
 were lying in the escrow account due to non-availability of 13
 shareholders correct particulars. Despite various reminders to them, by
 Karvy Computershare Private Limited our Registrar and Share Transfer
 Agent, no response has been received. As a result, the said unclaimed
 shares are credited to Shoppers Stop Ltd - Unclaimed Shares Demat
 Suspense Account in view of compliance of Clause 5A of the Listing
 Agreement. Such shareholders may approach the Company with their
 correct particulars and proof of their identity for crediting requisite
 shares from the Demat Suspense Account to their individual demat
 Account. The voting rights on these shares shall remain frozen till the
 rightful owner of such shares claims the shares.
 
 Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings & Outgo
 
 The Company is engaged in the continuous process of energy conservation
 through improved operational and maintenance practices. The brief of
 the particulars in respect of various steps and initiatives taken
 regarding conservation of energy and technology absorption and its
 disclosure as stipulated by the Companies (Disclosure of Particulars in
 the Report of the Board of Directors) Rules, 1988 is as under:
 
 - Daily capturing and monitoring the energy consumption in every store.
 
 - Adoption of Variable Frequency Drives (VFDs) for Air handling units
 with temperature sensors.
 
 - Adoption of new LED lighting to reduce the energy consumption in
 lighting.
 
 - Controlled the energy consumption of HVAC system by optimising the
 temperature inside the stores.
 
 - Installed capacitor Banks to Maintain the Power factor and reduce the
 losses.
 
 - Ensure preventive maintenance schedules genuinely to have better
 efficiency and output from the equipments.
 
 - All above efforts resulted in the conservation of 1,118,171 nos of
 Units of electricity across the chain during the year which amounts to
 appx. Rs. 85.14 lacs.
 
 The Company also proposes to commence energy auditing, improvements in
 the pumping system installed at standalone stores, reduction in energy
 cost in due course of time.
 
 The Company earns Foreign Exchange on sale of its merchandise to its
 customers. Foreign Exchange outgo during the year included purchase of
 computer software and purchase of merchandise, professional fees etc.
 The foreign exchange earnings during the year was Rs. 4,487.10 lacs
 (previous year: Rs. 4,224.41 lacs), where as Foreign Exchange outgo was
 Rs. 4,815.20 lacs (previous year: Rs.  3,387.03 lacs).
 
 Particulars of Employees
 
 The particulars of employees as required under Section 217(2A) of the
 Companies Act, 1956, read with Companies (Particulars of Employees)
 Rules 1975, as amended, forms part of this Report. However, in
 pursuance of Section 219(1)(b)(iv) of the Companies Act, 1956, the
 report and accounts are being sent to all shareholders of the Company,
 excluding the Statement of Particulars of Employees, which is available
 for inspection at the registered office of the Company during its
 working hours. Any shareholder interested in such particulars may
 inspect the same.
 
 Directors Responsibility Statement
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of
 Directors confirms that:
 
 1.  In the preparation of Annual Accounts, the applicable accounting
 standards had been followed along with proper explanation relating to
 material departures;
 
 2.  they have selected such accounting policies and applied them
 consistently and made judgments and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Company as at March 31, 2011 and of the profit of the Company for
 the year ended on that date;
 
 3.  they have taken proper and sufficient care for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting frauds and other irregularities;
 
 4.  they have prepared the annual accounts on a going concern basis.
 
 Auditors Report
 
 The Board has duly examined the Statutory Auditors report to accounts
 and the clarifications, wherever necessary, have been included in the
 Notes to Accounts, section of Annual Report.
 
 Acknowledgement
 
 Your Directors wish to convey their appreciation to all customers,
 business partners, suppliers, banks and financial institutions for
 their invaluable support and look forward to continued support in the
 future. Your Directors place on record their appreciation for the
 significant contribution made by all the associates at all levels;
 their competence, perseverance, and hard work that has enabled the
 Company to cross new milestones on a continual basis.
 
 And to you our shareholders, we are deeply grateful for the confidence
 and faith that you have always reposed in us.
 
                          For and on behalf of the Board of Directors
 
                                                    Chandru L. Raheja
                                                             Chairman
 
 April 29, 2011