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Shopper's Stop Limited - Securities and Exchange Board of India

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We face competition for customers from other departmental stores, specialty stores <strong>and</strong><br />

other retailers in the organized <strong>and</strong> unorganized markets. We expect competition could<br />

increase with new entrants coming into retail industry <strong>and</strong> existing players consolidating<br />

their positions.<br />

Our competitors may not be focused on pr<strong>of</strong>itable growth in the short term <strong>and</strong> this could<br />

disturb the retail industry’s pr<strong>of</strong>itability dynamics. Some <strong>of</strong> our competitors may have<br />

access to significantly greater resources <strong>and</strong> hence the ability to compete more<br />

effectively. As a result <strong>of</strong> competition, we may have to price our merch<strong>and</strong>ise at levels<br />

that reduce our margins, increase our capital expenditures in order to differentiate<br />

ourselves from other retailers <strong>and</strong> increase our advertising <strong>and</strong> distribution expenditures,<br />

which may adversely affect our business. With increased number <strong>of</strong> retailers in the<br />

market there may be increased competition for good store locations impacting our costs.<br />

19. The success <strong>of</strong> our business is substantially dependent on our management team,<br />

our inability to retain them could adversely affect our businesses<br />

We have a strong team <strong>of</strong> pr<strong>of</strong>essionals to oversee the operations <strong>and</strong> growth <strong>of</strong> our<br />

businesses, including our Customer Care Associate, Managing Director <strong>and</strong> CEO <strong>and</strong><br />

several key managerial personnel. Our success is substantially dependent on the<br />

expertise <strong>and</strong> services <strong>of</strong> our management team. The loss <strong>of</strong> the services <strong>of</strong> such<br />

personnel may have an adverse effect on our business, financial condition <strong>and</strong> results <strong>of</strong><br />

operations.<br />

20. Our Promoters will collectively own 67.09% <strong>of</strong> our Equity Shares <strong>and</strong> will continue<br />

to control us after the Issue<br />

After giving effect to the Issue, our Promoters will collectively own 67.09% <strong>of</strong> our Equity<br />

shares (on a fully diluted basis). As a result, our Promoters will have the ability to<br />

determine the outcome <strong>of</strong> all actions requiring the approval <strong>of</strong> our Shareholders, other<br />

than those actions requiring supermajority votes <strong>and</strong> the appointment <strong>of</strong> the Company's<br />

<strong>Board</strong> <strong>of</strong> Directors. The interests <strong>of</strong> our Promoters may conflict with interests <strong>of</strong> our other<br />

investors, <strong>and</strong> you may not agree with the manner in which they excerise their voting<br />

rights <strong>and</strong> powers they take.<br />

21. Future sale <strong>of</strong> Equity Shares by some <strong>of</strong> our current shareholders could affect the<br />

price <strong>of</strong> our Equity Shares in the secondary market.<br />

The market price <strong>of</strong> our Equity Shares could be impacted if some <strong>of</strong> our existing<br />

shareholders sell a substantial number <strong>of</strong> Equity Shares post listing. As per the<br />

provisions <strong>of</strong> the SEBI (Venture Capital Funds) Regulations, 1996 <strong>and</strong> amendments<br />

thereto the share capital held by venture capital funds registered with SEBI are not<br />

subject to any lock-in requirements <strong>and</strong> are freely transferable. Employees other than<br />

promoters holding equity shares pursuant to employee stock option are not subject to any<br />

lock-in requirements <strong>and</strong> are freely transferable pursuant to SEBI (Employee Stock<br />

Option Scheme <strong>and</strong> Employee Stock Purchase Scheme) Guidelines, 1999. Venture<br />

capital funds i.e. ICICI Trusteeship Services a/c ICICI Emerging Sectors Fund, <strong>and</strong> Sara<br />

Fund Trustee Company <strong>Limited</strong> A/c South Asian Regional Apex Fund registered with<br />

SEBI hold 1,875,000 <strong>and</strong> 390,625 Equity Shares respectively, aggregating to 2265625<br />

Equity Shares equivalent to 6.59 % <strong>of</strong> our post issue capital (on a fully diluted basis.)<br />

Sales <strong>of</strong> substantial amounts <strong>of</strong> our Equity Shares by existing shareholders, or the<br />

perception that such sales or distributions could occur, could affect market prices for our<br />

Equity Shares.<br />

22. We rely extensively on our IT systems <strong>and</strong> failures could adversely impact our<br />

business<br />

We rely extensively on our IT systems to provide us connectivity across our business<br />

functions through our s<strong>of</strong>tware, hardware <strong>and</strong> connectivity systems. Our business<br />

processes are IT enabled, <strong>and</strong> any failure in our IT systems or loss <strong>of</strong> connectivity or any<br />

loss <strong>of</strong> data arising from such failure can impact us adversely.<br />

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