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

# Out of 2,016,650 Equity Shares issued on December 4, 1999, 385,000 Equity Shares were
transferred by Palm Shelter Estate Development Private Limited on April 11, 2000.
Other than the above shares which are locked in for three years, the entire pre-issue equity capital of
the Company comprising 19,249,600 Equity Shares shall be locked in for a period of one year from
the date of allotment in this Issue except for the 2,265,625 Equity Shares held by Sara Fund Trustee
Company Limited A/c South Asian Regional Apex Fund and ICICI Trusteeship Services Limited
Account ICICI Emerging Sectors Fund, which are venture capital funds registered with SEBI under
the provisions of SEBI (Venture Capital Funds) Regulations, 1996 would be locked in as per the
provisions of the SEBI(Venture Capital Funds) Regulations, 1996 and amendments thereto.
3. The Promoters comprise of Mr. Chandru L Raheja, Mrs. Jyoti Raheja and their sons Mr. Ravi C
Raheja and Mr. Neel C Raheja, Anbee Constructions Private Limited, Casa Maria Properties Private
Limited, Capstan Trading Private Limited, Cape Trading Private Limited, Inorbit Malls (India) Private
Limited, Ivory Properties and Hotels Private Limited, K Raheja Private Limited, K Raheja Corp
Private Limited, Palm Shelter Estate Development Private Limited and Raghukool Estate
Development Private group Limited . For details of the Promoters and K Raheja Corp Group refer to
page 81of this draft Red Herring Prospectus under the section Our Promoters .
4. We had made preferential allotment of 11,71,875 Equity Shares of face value of Rs.10/-each at par
between January 25, 2003 and September 29, 2003.
5. Except as otherwise disclosed in this draft Red Herring Prospectus, there are no outstanding
warrants, options or rights to convert debentures, loans or other instruments into Equity Shares of
Shopper’s Stop.
6. In accordance with SEBI Guidelines, 20% of the post-Issue capital held by the Promoters would be
locked in for a period of three years from the date of allotment of Equity Shares in this Issue. For
the purposes of this lock-in, Equity Shares issued last would be locked in first. For further details,
please refer to Note no. 2 of the Capital Structure on page no. 19 of this draft Red Herring
Prospectus.
7. Locked-in securities held by Promoter may be pledged only with banks or financial institutions as
collateral security for loans granted by such banks or financial institutions, provided the pledge of
shares is one of the terms of sanction of loan. Some of our Promoters namely Cape Trading Pvt.
Ltd., Anbee Constructions Pvt. Ltd. and Raghukool Estate Development Pvt. Ltd. have pledged part
of their shareholding (amounting to 12.61% of our post issue Equity Share capital) in the Company
as a collateral security against a loan taken by one of the Promoters, K Raheja Corp Pvt. Ltd. from
HDFC Ltd.
8. Other than the above, the entire pre-Issue Equity Share capital of the Company and the promoters
contribution in this issue except for 1,875,000 and 390,625 Equity Shares of Rs.10/- each held by
ICICI Trusteeship Services Limited A/c ICICI Emerging Sectors Fund and Sara Fund respectively,
being the Equity Shares held by the trustee company of a SEBI registered Indian venture capital
fund, would be locked in for the period of one year from the date of allotment of Equity Shares in this
Issue. However, the Equity Shares held by ICICI Trusteeship Services Limited A/c ICICI Emerging
Sectors Fund and Sara Fund shall be subject to lock-in, if any, as per the provisions of the SEBI
(Venture Capital Funds) Regulations, 1996 and any amendments thereto.
9. Equity Shares held by persons other than the Promoters, locked-in in accordance with the SEBI
Guidelines as part of the pre-issue share capital, may be transferred to any other persons holding
Equity Shares which are also locked in as part of the pre-issue share capital subject to continuation
of lock-in in the hands of the transferees for the remaining period and compliance with the SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as applicable. Equity Shares
held by the Promoters, which are locked in as per the provisions of the SEBI Guidelines may be
transferred to and amongst Promoter/promoter group or to a new promoter or persons in control of
the Company subject to continuation of lock-in in the hands of the transferees for the remaining
period and compliance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
1997, as applicable.
10. Out of the Present Issue, 1,190,477 Equity Shares of face value of Rs.10/- each constituting 3.46%
of our post issue paid up share capital, will be Promoter’s contribution. Our Promoters would bring in
the full amount of Promoter’s Contribution in the Issue, computed as number of Equity Shares
multiplied by the Cap Price, atleast one day prior to the Bid/Issue Opening Date which shall be kept
in an escrow account with a Escrow Collection Bank and the said contribution/amount shall be
released along with the Public Issue proceeds. In case of upward revision of Price Band, the
difference will be brought in by the Promoters immediately on the day of revision.
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