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

23. The Company has not issued any Equity Shares out of revaluation reserves or for consideration
other than cash, in the past. For details, please refer to Note 1 above.
24. There shall be only one denomination for the Equity Shares of our Company, subject to applicable
regulations and the Company shall comply with such disclosure and accounting norms specified by
SEBI, from time to time.
25. As on August 14, 2004, the total number of the holders of the Equity Shares in our Company is 29.
We placed 3,750,000 Equity Shares of Rs 10/- each at a price of Rs 160/-each in February 2000 with
ICICI Limited (A/c ICICI Structured Products Fund), Morgan Stanley, Birla Sunlife, Kothari Pioneer,
OCBC, Alliance Capital and Zodiac Clothing Company Ltd. Subsequently ICICI Limited (A/c
Structured Products Fund transferred these shares to ICICI Trusteeship Services Limited (ICICI
Emerging Sectors Fund).
The Company had entered into the Investment Agreement in respect of the shareholding of
1,875,000 equity shares of Rs. 10/- each of the Company by ICICI Trusteeship Services Limited
(A/c ICICI Emerging Sectors Fund).
The Company was also a party to three Share Purchase Agreements; one agreement dated March
28, 2000 and two agreements dated April 3, 2000 and Supplemental Agreements all dated April 27,
2002 between the promoters and IL&FS Trust Company Limited A/c AIG Indian Sectoral Equity Fund
and Sara Fund Trustee Company Limited A/c South Asian Regional Apex Fund whereby these
entities purchased 170,000, 455,000 and 312,500 Equity Shares respectively from the Promoters of
the Company at a price of Rs 160/- per share.
These agreements contain certain provisions relating to the Board of Directors and the
management of the Company and restrictions on the Promoters including restrictions on
transfer of their shareholding etc. However, these agreements will terminate upon listing
of Equity Shares of the Company in this Issue.
26. The Company has made reservation of 200,000 Equity Shares of Rs.10/- for the Employees. The
permanent employees of our Company and the Subsidiaries as on {date} , i.e. one day prior to the
Bid Opening Date/Issue Opening Date will be eligible to apply for Equity Shares reserved under the
Employee Reservation Category in this Issue . As on June 30, 2004, there are 1270 permanent
employees of our Company and Subsidiaries. The un-subscribed portion if any from the reservations
made to Employees would be added back to Net Offer to Public.
27. Presently we have three ESOP schemes in place namely ESOP-I, ESOP-II and ESOP- III (as
amended). We propose to have in place during the current financial year a fourth ESOP Scheme
namely ESOP-IV. ESOP-I and ESOP-II were approved by our members on May 20, 2002, and
ESOP- III was approved by our members on March 31, 2004 and revised on July 30, 2004. Options
under ESOP – I have been granted to eligible employees and have already vested and are due for
exercise over a period of five years from April 27, 2002 (the date of vesting of as decided by the
Compensation Committee). Options under ESOP – II have been granted to eligible employees on
April 26, 2003 and will be vested in April 2006 and can be exercised between April 2006 and March
2009. Options under ESOP-III (as amended) have been granted to eligible employees and Directors
on April 19, 2004 and will be vested after a period of one year from the date of grant as decided by
the Compensation Committee.
The ESOPs are administered by our Remuneration /Compensation Committee, which determine the
terms and conditions of the options vested/granted. Under the said ESOP Schemes no Equity
Shares have been issued to date. In case of ESOP-I the options although vested have not yet been
exercised by the employees and/or Directors to whom they were granted.
The Remuneration /Compensation Committee has on April 27, 2002 (ESOP-I), April 26, 2003
(ESOP-II) and April 19, 2004 (ESOP-III) granted stock options to eligible employees and /or
Directors under each of the above schemes. Each option on exercise entitles our eligible employee
/Director concerned, on payment of the exercise price, to receive one Equity Share of Rs.10/- Each.
No Employee has received options entitling him/her to subscribe to more than 1% of the Equity
Share capital of the Company during the last/current fiscal.
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