Integrated Report 2021 22 Nykaa

In the
spotlight,
everyday
INTEGRATED REPORT 2021-22

WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
CONTENTS IN THE SPOTLIGHT. EVERYDAY.

Corporate Overview 2 Inspired by the Sanskrit origin of our name
Who we are ‘Nayaka’, which means one in the spotlight, we
About the Report 2 work towards shining the spotlight on our
Corporate profile 4 consumers every day.
Business model 6
We began our humble journey with a glorious
Journey 8
dream- to make beauty a mainstream choice
Brand highlights 10
and become a source of joy and inspiration for
Technology 22
millions of Indians.
Board of Directors 26
Management team 30 Over the years, we became bolder in our
Content marketing 32 ambition and built several platforms dedicated
to offering our consumers unparalleled access to
What we did
the world of beauty and fashion. We brought
Letter from the MD and CEO’s desk 36
thousands of
Financial review and message from the CFO 38
homegrown and international popular, premium
Business verticals review 40
and luxury brands closer to them. We expanded
Portfolio expansion 44
from
How do we create value an online-only beauty platform to an omnichannel
Industry trends 48 retailer of beauty, fashion and lifestyle, that
Strategic progress 50 elevated the journey of shopping from simple
Materiality 52 purchases to an immersive experience of discovery.
Governance 54
Today, we continue to shape consumer habits and
Why Nykaa
enable the adoption of the latest trends through our
Investors 58
vibrant content. Content that educates, excites and
Customers 60
encourages our audience to experiment and
Business partners 64
express themselves to become the star of their own
Employees 66
life.
Communities 70
Environment 72 Our motivation comes from knowing that when they
Regulators 74 turn to Nykaa it is because we brighten up their day
Awards 75 and lift their spirits. And that makes the work that
we do meaningful and gratifying.
Statutory Reports 76
Financial Statements
Financial Highlights
185
332
BLOCKBUSTER
DEBUT ON THE BOURSES WITH
AGM Notice 334
MARKET CAPITALISATION
ONE OF THE OF *
BOLD BIGGEST `1,043,608 MILLION
STRIDES AS INDIA’S EMERGING
LIFESTYLE & CONSUMER BRAND SPECIALTY BEAUTY AND PERSONAL CARE
PLATFORM IN INDIA WITH
WITH
71% YoY 55% YoY

27 MILLION `6,300 MILLION
growth in GMV* growth in
revenues orders processed during FY 2021-22 v/s
17 Million orders during FY 2020-21
Raised through IPO to accelerate growth by investing in new
customer acquisition and improving customer experience,
investing in new growth verticals such as Fashion and expansion of
PROFITABLE FASTEST omnichannel presence and fulfilment network.
PROFIT AFTER TAX AT GROWING FASHION PLATFORM WITH
`413 MILLION 5 MILLION

for FY 2021-22 orders processed during FY 2021-22 v/s
2 Million orders during FY 2020-21
* Gross Merchandise Value * As at November 10, 2021 closing (Listing date)
INTEGRATED REPORT 2021-22 | 1

WHO
ABOUT THE REPORT WHAT HOW DO WE WHY STATUTORY FINANCIAL
WE
ARE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
Reporting Council (IIRC) (now the Value Reporting

Foundation). The Key Performance Indicators (KPIs) The financial and statutory
have been prepared in accordance with the Global
Reporting Initiative (GRI) Standards: Core option. The
data presented in this Report
Report also references the nine principles of the is in line with the
Ministry of Corporate Affairs’ National Voluntary
Guidelines (NVGs) on the social, environmental and
requirements of the
economic responsibilities of business and aligns with the Companies Act, 2013
relevant United Nations Sustainable Development Goals
(UN SDGs)
(including the rules made
thereunder); Indian
Assurance Accounting Standards (Ind
The statutory auditors, S.R. Batliboi & Associates LLP and
V.C. Shah & Co., Chartered Accountants have provided
AS); the Securities and
assurance on the financial statements. The Exchange Board of India
‘Independent Auditor’s Report’ has also been duly
incorporated as a part of this Report. All non-financial
(Listing Obligations and
performance related information has been internally Disclosure Requirements)
verified and assured by the management.
Regulations, 2015; and the
Secretarial Standards
among others, and are generally identified by
forward-looking words, such as ‘believe’, ‘plan’, ‘anticipate’,
‘continue’, estimate’, ‘expect’, ‘may’, ‘will’ or other similar
words. Forward-looking statements are dependent
on assumptions made in good faith, and through our
understanding of the external landscape as well as
abilities, we believe them to be reasonable in all material
respects. However, we caution that actual results,
performances or achievements could differ materially from
those expressed or implied in such statements. We
undertake no obligation to update or revise any
FALGUNI NAYAR ARVIND AGARWAL forward-looking statement, whether as a result of new
FOUNDER CEO CFO information, future events,
Today’s investors back companies that believe in and and concise and covers company related events and FOUNDING MEMBER SINCE 2020
or otherwise.
work to actualise organisational sustainability and information between April 1, 2021 and March 31,
responsible
2022.
Fair usage of third-party trademarks
value-creation, in tandem with financial growth. Our Commerce Ventures Limited (Nykaa)
The Report articulates our organisational strategy, governance,
Responsibility statement
efforts to create and release transparent, comprehensive standalone enterprise and material subsidiary
performance and prospects, in the context of our external The management acknowledges its responsibility to ensure
and holistic reporting led us to voluntarily publish this companies. It is well-defined
environment and value creation abilities for all our the integrity, transparency and accuracy of information
Integrated Report (IR), a cohesive, stakeholder-centric
stakeholders. presented in the Integrated Report. It also confirms that the
document with financial and non-financial performance
Report addresses all business-critical material issues
analysis and strategy. This is our first IR, and we will
continue to enhance our disclosures to meet the Reporting framework, standards and guidelines pertaining to the organisation and its stakeholders and
communicates the organisation’s ability to pursue prospects
diverse and evolving requirements of our investors and The financial and statutory data presented in this Report is in
and mitigate risks.
other stakeholders. line with the requirements of the Companies Act, 2013
(including the rules made thereunder); Indian Accounting
The Report is crafted to assist our stakeholders in
Standards (Ind AS); the Securities and Exchange Board of
Queries
making an informed assessment of our ability to create
India (Listing Obligations and Disclosure Requirements) We welcome your feedback to our FY 2021-22 Integrated
value over the short, medium and long term. It
Regulations, 2015; and the Secretarial Standards. Report to continue providing pertinent information in our
demonstrates our confidence, capacity to grow and our
The Report is prepared in accordance with the Integrated reporting, to the stakeholders. Written feedback can be sent
ability to deliver
Reporting (IR) framework of the International Integrated to [email protected]
on set strategies that can drive significant financial
Reporting Council (IIRC).
and non-financial value for everyone.
Forward-looking statements
The non-financial section is guided by the International
Reporting scope and boundary Integrated Reporting framework (including January 2022
Some information in this Report may contain
forward-looking statements, which include statements
The Report covers information of FSN E– amendments) published by the International Integrated
regarding the Company’s expected financial position and
results of operations, business plans and prospects, brand/ trademark owners and shall be considered fair environment
All third-party trademarks referenced by Nykaa use under trademark law.
herein remain the property of their respective Capitals we use
owners. Any references by Nykaa to any Our stakeholders Financial Capital, Manufactured Capital, Human Capital,
third-party trademarks in this Report, is merely
Customers, investors, brand partners, channel Intellectual Capital, Digital Capital, Social and Relationship
being used to identify the corresponding
partners, employees, communities, regulators and Capital and Natural Capital
engagement that we have entered into with the
2 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 3

CORPORATE PROFILE WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
ARE
Lifestyle brand and platform

of choice to consumers
Nykaa is a digital-first, consumer-technology platform that
brings Indians across demographics and dispositions together to
take them on a journey of self-discovery, love and empowerment.
Within a decade of our inception, we emerged as
India’s single largest lifestyle destination, offering an
eclectic mix of international and imported brands,
domestic brands across luxury, premium and masstige
brands
as well as own brands across beauty and personal care,
grooming, fashion and other lifestyle categories.
VISION
Bring inspiration
and joy to people,
everywhere,
everyday.
MISSION
To create a world
where our customers
have access to a finely
curated, authentic
assortment of products
and services that
delight and elevate the
human spirit.
VALUES
Be bold Be the
and Be better
customer’s
be everyday
champion
good
A culture Sustainability
One in every action
of
Nykaa
belonging
BUSINESS MODEL
WE WE CREATE VALUE NYKAA REPORTS STATEMENTS
ARE DID
Business model for Nykaa

Governance Page 54
CAPITALS WE USE OUR OUTPUT VALUE WE CREATE
Financial capital ₹ 13,399 mn Equity, including

Investors
It accounts for the pool of funds ₹ 6,300 mn Equity raised
Beauty and ₹ 37,739 mn Revenue from operations
available to us for use in business through IPO
Personal care: ₹ 1,633 mn EBITDA
activities, which is obtained through 3,28,203 Shareholders
Inventory and ₹ 413 mn PAT
capital raising, other financing ₹ 3,330 mn Debt
0.88 EPS
Businesses
Marketplace
activities or generated through
profits. model Read more on Page 58
we
operate
105 Physical stores
Manufacturing capital 23 Warehouses Fashion:
This encompasses our physical 8.2 lakh sqft Warehouse space Marketplace, Sale Customers
infrastructure and includes our or Return (SOR) 27,800 Pin codes served
Page 83
warehouses, retail stores and offices. and Just-In-Time 98% Pin codes coverage in India
inventory 95% Orders delivered within 5 days of
4 Technology platforms Beauty and order for BPC
model
Intellectual capital ₹ 627 mn Technology Personal 79% Orders delivered within 5 days of
This consists of our intangible spend 7 Own brands/private care order for Fashion
assets, including our proprietary labels (Fashion) 881 mn Visits Read more on Page 60
technology platform, software, 8 Own brands/private labels 20.78 mn Monthly
data analytics know-how and (Beauty) average unique visitors
use of latest disruptive tech. Our 8.43 mn Annual unique
self-reinforcing
transacting customers
4 Apps 26.96 mn Orders Business Partners
Highe
Industry trends Page 48

Digital capital
flywheel 5 Delivery partners
Risk Management Page 101
₹ 49,987 mn GMV
8 Websites r con ₹ 1,864 AOV ₹ 31,121 mn Paid to suppliers
This comprises our 13 mn Social media followers sum
state-of-the-art digital ₹ 4,781 mn Marketing and
a p pro er Read more on Page 64
infrastructure, including our advertising spend
nne l tra
a f
ch
websites, applications and social
media presence. i- c
mn an
o d Employees
2,764 Full-time d en
Human capital employees 54% an ga ₹ 3,259 mn Spend on employees
It entails the skills and Employees under the age nt ge ₹ 5.16 mn Spend on employee
engagement survey
know-how of our employees, of 30 m
in addition to their ₹ 5.5 mn Spends on employee en 46% Female employees
commitment and motivation. learning and development t Fashion Read more on Page 66
441 mn Visits
15.3 mn Monthly
Social and relationship capital 3,118 Brand partners - BPC
average unique visitors
1.82 mn Annual unique
This encompasses the relationships 1,553 Brand partners - Communities
and associated resources with our transacting customers
Fashion 5,403 Influencers ₹ 8.88 mn CSR spend
stakeholders including those with s 5.19 mn Orders
er
2,513 Suppliers ₹ 4.98 mn CSR unspent amount
₹ 17,516 mn GMV
customers, influencers, brand l
l
partners, suppliers, delivery partners,
dse ₹ 3,420 AOV Read more on Page 70
influencers customers, communities ct n

and government bodies.
io
ns dsa
n
on
th e bra
Natural Capital ep Mor Environment
2.92 MW Of energy consumed la tf 1,040 tonnes Of plastic
It constitutes of the natural per day o waste recycled
resources we consume to 163,358 KL Of water used Read more on Page 72
conduct our operations and
seamlessly deliver our products.
Strategic Progress Page 50
a ch
e
nt
co
h
c
iR
M
or
e
tr
an
sa
JOURNEY WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
ARE
A decade of embodying
“Be bold and be good” 2021-
2022
We never take our achievements for Growth
granted, building on every bold decision 2020- boosters
taken to shape the business and market,
which has culminated into our success 2021 Expanded our
physical retail
over the years. These were formulated New presence and
with close on-ground consideration 2020 Normal fulfilment network
to get closer
of new-age growth opportunities and
existing need gaps in the market.
Unicorn Launched
marketplace
to customer
Entered the for our Listed on the
2020 unicorn
club with a fresh
fashion
segment to align
bourses, raising
₹53,497 million
Pandemic ₹1,000 million it with evolving through IPO of
funding from which ₹47,197
Pivoted quickly consumer
Steadview demands million was through
into an essential
Capital, at a OFS and ₹6,300
online store, Developed
valuation of million by way of
launching a new hyper-local
₹91,000 million fresh capital
category of delivery
private labels,
2015-
model,
including hand leveraged tech for
2020
sanitisers, masks, enhanced customer
hand wash, experience in the
2014
among others new normal
Expansion
Enabled curated
A time of
Omnichannel aggressive
selection
Launched our first by geography
geographic and
vertical expansion,
venturing into own
2012 g
i
physical store, realising the need to make our value creation model more robust
Inception a
n
Incorporated in t
2012 as an online s
beauty retailer,
a niche that
built us a
strong base
among
e-commerce
b u nternational
r l luxury brands
a t
Diversified
n i
portfolio by
d p
launching Fashion
s l
, e Amplified
content led
m i engagement model
across channels

BRAND HIGHLIGHTS WHO
WHAT HOW DO WE WHY STATUTORY FINANCIAL
WE
Cosmetics
Nykaa Cosmetics is a fun, playful
and dynamic brand created to offer
on-trend, quality driven
international formulations accessible
to the Indian consumer. It is today
the go-to brand of Gen Z and
millennials, uplifting and
empowering them to express their
creativity through makeup and
beauty tools. With an impressive
portfolio of over 1,200 SKUs, it has
successfully made a mark in the
Indian beauty landscape and
appeals to a wide audience across
the length and breadth of the
country.
SKINRX
Nykaa SKINRX, a range where
Beauty
ScienceMeetsSkincare, was
launched with the aim to
introduce and demystify the use
of globally recognised active
Brands
ingredients for all skin types.
Addressing some
of the most common
concerns of Indian skin, the brand
offers dermatologically tested
formulations in a range of gender-
neutral serums and moisturisers.
Every formulation from this brand is
enhanced with clinically-proven
ingredients in essential
concentrations to give remarkable
visible results.
10 | FSN E-COMMERCE VENTURES LIMITED

BRAND HIGHLIGHTS
ARE
Wanderlust
Since its inception, Wanderlust has been our
Dot & Key

gateway to the most loved destinations via
memories all bottled within a bath & body
collection. Our highly sensorial Wanderlust ranges
have received a great response owing to their
Dot & Key aims to transform
exotic fragrances unique to each location, offering
the way people look after
a
themselves by drawing attention
truly indulgent bathing experience coupled with
to often overlooked areas and
nostalgia. Each range is inbuilt with nourishing
offering highly targeted,
ingredients and exotic fragrances that bottle up
remedial products of high
all your travel experiences, filling your heart with
quality and efficacy. From the
memories, while treating your skin to the
ingredients,
comfort and well-being it deserves!
to the textural experience,
Dot & Key ensures
everything is closely
monitored, formulated and
repeatedly tested to
offer consumers the key to
a longer-lasting, deeper and
more meaningful version of
beautiful.
Nykaa Naturals is a naturally-

derived, ingredients-focused brand that cares
for your skin and hair deeply. A one-stop
solution for all things skincare and haircare, it
targets the most common concerns faced by
Indian consumers and offers a wide range of
products, powered
with the goodness of trusted natural actives.
Earth
Rhythm
highly engaged community of over 650k followers online.
Founded in 2019, Kay Beauty is a brand born of our

partnership with one of India’s leading actors, Katrina
Kaif, to bring alive our shared vision of bridging high
glamour with skincare. Kay Beauty products, centered
on the promise of MakeupThatKares, are enriched
with skin-loving ingredients that have been hand-
picked personally by Katrina. In its two year journey,
the brand has taken impactful steps to champion
inclusivity and diversity both through its product
offering suited for all Indian skin-tones and
meaningful campaigns, that have helped it build a
G in, good for the earth; no
o exceptions. This is the
o promise of Earth
d Rhythm, a homegrown
brand that offers smart and
f safe skincare backed by cited
o scientific research. With an
r active focus on research-based
y and results-oriented products,
o Earth Rhythm has earned its
u credentials as a sustainable
r and inclusive brand among
s Indian
k beauty consumers.

BRAND HIGHLIGHTS
ARE
Twenty Dresses
Young, fresh, and in vogue, Twenty Dresses
brings a storm of current trends to match the
many moods and characters of everyday life.
From 8 to late, there is something for every
small or big moment of life encouraging you to
unabashedly WearYourVibe in style.
RSVP
Think styles that serve a generous dose
of glamour and dote on contemporary detailing
and silhouettes. RSVP’s gregarious
experimental designs will put you in the
spotlight every single
time. A brand that offers instant elevation to leave
a long lasting impression, the pieces promise to
get the party started, day or night, brunch or
bar.
Gajra Gang
An occasion-wear brand that celebrates
craftsmanship and traditions whilst rebooting and
Fashion
remixing styles, Gajra Gang stands at the
intersection of accessibility and luxury. Young,
vibrant and expressive, each piece compliments
your personal style with a fierceness unique to
Indian wear.
Brands
14 | FSN E-COMMERCE VENTURES INTEGRATED REPORT 2021-22 | 15
LIMITED
BRAND HIGHLIGHTS
ARE
Pipa Bella
Pipa Bella has always prioritised
women’s journey of self-expression by
reflecting the vivacity and creativity of a
woman full of life, ideas and dreams that
strives to serve boss ladies in spirit with
a strong sense of
individuality. A soul sister to its target
group, with the idea of being limitless,
the brand is all about freedom, breaking
away from
boundaries, and expressing oneself fearlessly.
FASHION IMPORTS
NA-KD LC
Made for girls that are
always willing to push
WAIKIKI
the envelope, NA-KD Spirited and
aspires to dress the casual, the young
modern female in outlook of this
unique designs that fashion brand
boosts her appeals to the
confidence. carefree youth
around the
world. The
clothes always
invoke an easy
mood, as if
you’re on
vacation in
INTEGRATED REPORT 2021-22 |

17
Likha
lary is heavily inspired by Indian heritage Gloot’s main aim is to ensure maximum comfort
and age-old craft techniques. while being kind to the planet. Yes, this
Quintessentially Indian, the brand’s underwear brand is all things super. The brand
U slogan of ‘Ab Likho apni will help redefine an oft-ignored space when it
n Kahani’ is an invitation to write your story comes to men’s requirements by combining
d in the comfort of your fashion. comfort and technology in a stylish way.
e
r
s
t
Nykd
a
t
e
d At Nykd by the house of Nykaa, every effort has
, been made to simplify and elevate intimate-wear,
athleisure, and activewear experiences. With tech at
c the core of the brand and designed to bring second-
o skin comfort, Nykd by Nykaa features lingerie and
n sleepwear, and Nykd All Day features athleisure and
f activewear.
i
d
e
n
t
,
Twig & Twine
a Filled with designs that elucidate
n warm experiences, happy emotions
d and safe memories, Twig & Twine
offers curation of trends from different
t cultures around the world.
i
m
e
l
e
s
s
,
IYKYK / If You Know
You Know
L
i Celebrating the spirit of the new age
k woman who is confident, trend forward
h and expressive, IYKYK is an uber cool
a accessory label and an ode to every
’ woman who revels in her individuality and
s her affirmative yet nonchalant attitude to
life.
c
h
a
r
m
i
n
g
e
t
h
n
i
c
v
o
c
a
b
u
WE
Charlotte is one of the UK’s

most famous makeup industry
exports and continues to push
boundaries with her award-winning,
record-breaking, eponymous,
universally-loved makeup and
skincare company. Launched in
India exclusively on Nykaa in 2020
with
a FIRST ever Mesmerising Indian
Wedding Look for every bride to be!
International Brands
Launched by award-winning
beauty blogger, Huda Kattan in
2013, Huda Beauty is one of the
world’s fastest-growing beauty
brands. Beginning as a blog in
2010, it has fast become the
number 1 Beauty Instagram
account in the world with over
50.6 million followers and
counting! Huda’s ranges include
liquid lipsticks, lip contour pencils,
textured eyeshadow palettes and
complexion products - all of which
have been instant best-sellers across
the globe.

WE
Elf
NUDESTIX is 100% easy, multi-tasking,
fun and skin-loving! Delivering the best
Cosmetics
of beauty products by using clean, e.l.f. is for every eye,
luxurious, award-winning formulas lip and face. From
without sacrificing the quality or full-on maximalists to
performance of fresh-faced
minimalists, they have
a product for everyone
—and every look in
between.
Sol de Janeiro
Inspired by the warm spirit of Brazil, Sol
de Janeiro is a beauty brand on a mission to
spread Brazilian beauty and confidence to the
world.
Founded in 2015 by beauty mavens
Camila Pierotti and Heela Yang, the brand
harnesses the power from the greatest
ingredients of the
Pixi
Murad Created over 20
years ago by
Founded in 1989 by dermatologist -
founder Petra
Dr Howard Murad, Murad promotes
Strand, Pixi is truly
clinical skincare products with a
about multitasking,
vision
flaw-fixing,
to use scientifically-proven formulas and
youth-enhancing
technologies that help people achieve
products for
their
when you’re on-
the-go.

TECHNOLOGY WHY STATUTORY FINANCIAL
WHO WHAT HOW DO WE
NYKAA REPORTS STATEMENTS
WE WE DID CREATE VALUE
ARE
Technology Focus –
“Be better everyday” Key Highlights
for the Year
We consider our technology platform to be a
key enabler and pillar to our business strategy. Customers
We operate a proprietary, custom built and Designing platforms that leverage
component based technology platform that data to create a hyper-personalised,
connects our consumers, brand partners, consumer experience.
influencers and internal teams, catering to
the needs of our different lifestyle businesses,
to deliver a comprehensive omnichannel, Strengthening the
ecommerce experience. Personalised Experience
Our technology team focuses on enhancing FY 2021-22
Retina, our purpose-built, real-time event pipeline
the platform’s capabilities and overall was launched to improve personalised experience
consumer
shopping experience. We have built our Future
platform in a simple, fault-tolerant, scalable, • Retina will power all the data
maintainable and secure manner. This products for merchandising,
promotions, and personalised
approach enables us to efficiently launch new
4
consumer journeys, among others.
businesses while providing richer experiences • The audience management platform
for our users within existing businesses. Our will evolve to allow for easy creation
of multiple user segments and
platform design follows the ‘Service Oriented Tech power
Architecture’ approach, consisting of 4 key platforms hyper-personalised campaigns across
all marketing channels
components - applications, backend services,
data and security.
NYKAA Technology Platform

Betting on voice and vernacular
DATA and INTELLIGENCE
Application Backend Services Fulfillment
FY 2021-22
• Introduced support in regional language
based on user’s geographic location
Users Ad Tech and Discovery • Launched pilot project to power our

Personalisation (Search and
Recommendation) platforms with voice search
Secure APIs
Apps Webs Warehouse Logistics

API LAYER
Management Management
Products Catalogs Price and Cart

Inventory (Cart | Promotions)
Admin
Others Checkout Order Services Others Others
(Payment | Wallet) (Order Lifecycle |
Risk Management)
22 | FSN E-COMMERCE VENTURES
DATA and INTELLIGENCE
LIMITED

TECHNOLOGY
ARE
Brands & Sellers

Enabling brands with a more
seamless and controlled experience
in customer dealings and helping
sellers minimise lead time and make
informed decisions
Rethinking the
future of ad selling
FY 2021-22
Launched a self-serve platform for internal
teams to manage on-site ads and maintain
seamless workflow management; public launch
to follow
Future
• Enable Impression Based (CPM) selling
of ads on Nykaa website and apps
• Automate ad publishing workflow

with real-time performance reporting
Influencers Future
Connecting creators with • Creator app for influencers to host lives directly and
their followers and customers upload content on app with minimal intervention
from internal teams
Increasing our affiliate • Allow influencers to create and customise their own
Enriching our seller platform centricity affiliate store-fronts on the app, and curate and
share shopping lists
FY 2021-22 FY 2021-22 • Seamless integration between social platforms, APIs

and our Nykaa Affiliate platform to extract top-of-the-
• Launched seller self help tools to manage catalogue, • Launched Nykaa’s Watch & Buy Live Shopping
funnel insights across different social platforms
product Platform via which influencers can go live
pricing and purchase order within the Nykaa app to engage customers
• Creators can now publish content to

Future Nykaa’s content feed and build their
profiles and followership
• Expand the platform to enhance 360 degree
performance reporting (from transaction to
payout) for sellers
• Build capability for sellers/brands to give

promotional offers to particular customer segments

BOARD OF DIRECTORS
ARE
OUR BOARD OF DIRECTORS

Guiding Nykaa’s growth strategies with their vision and expertise,
our Board passionately steers the company towards long-term
sustainability with a sense of deep accountability to stakeholders,
employees and customers.
FALGUNI NAYAR SANJAY NAYAR

EXECUTIVE CHAIRPERSON, MANAGING DIRECTOR NON-EXECUTIVE DIRECTOR, AGE 61
AND CHIEF EXECUTIVE OFFICER, AGE 59
ALPANA PARIDA PRADEEP PARAMESWARAN

INDEPENDENT DIRECTOR, AGE 58 INDEPENDENT DIRECTOR, AGE 49
ANCHIT NAYAR
ADWAITA NAYAR
EXECUTIVE DIRECTOR, AGE 31
EXECUTIVE DIRECTOR, AGE 31
SESHASHAYEE SRIDHARA
MILAN KHAKHAR
INDEPENDENT DIRECTOR, AGE 56
NON-EXECUTIVE DIRECTOR, AGE 60
COMMITTEES Chairperson Member
Audit Nomination & Corporate Social Stakeholders Risk Fundraise &

ANITA RAMACHANDRAN Committee Remuneration Responsibility & Relationship Management Investment
MILIND SARWATE Committee Environmental, Committee Committee Committee
INDEPENDENT DIRECTOR, AGE 67
INDEPENDENT DIRECTOR, AGE 62 Social and
Governance
Committee
26 | FSN E-COMMERCE VENTURES LIMITED Chairperson Member
50% INDEPENDENT
DIRECTORS 40% FEMALE
DIRECTORS
Min (years) Max (years) Average (years)
Age 31 67 49
Total tenure of Independent Directors on the Board 3 5 4

BOARD OF DIRECTORS
ARE
FALGUNI NAYAR
EXECUTIVE CHAIRPERSON, MANAGING
DIRECTOR AND CHIEF EXECUTIVE
OFFICER
Ms. Nayar is the founder of Nykaa. She
holds a post-graduate diploma in
management from the Indian Institute of
Management,
Ahmedabad. She has over 37 years of
experience in e-commerce, investment banking ADWAITA NAYAR
and broking. Prior to founding our Company, EXECUTIVE DIRECTOR
she was associated with Kotak Mahindra Ms. Nayar serves as the Chairperson and CEO
Capital Company Limited for 18 years where of Nykaa Fashion. She co-founded our
she also served as the Managing Director. She Company and has been involved in areas of
has served on the Boards of various marketing, operations and product
companies, including Tata Motors Limited and development. She holds a Bachelor’s degree in
Applied Mathematics from the Yale University MILIND SARWATE
Aviva Life Insurance Company India Limited.
where she graduated Cum Laude and a INDEPENDENT DIRECTOR
Presently, she serves
Master’s degree in Business Administration with Mr. Sarwate is a Chartered Accountant from
as an Independent Director on the Boards of
distinction from the Harvard the Institute of Chartered Accountants
various Companies, including, Kotak Securities
Business School. Following her academic pursuits, of India, a Cost Accountant from the
Limited, ACC Limited and Dabur India Limited.
she re-joined FSN Brands in the year 2017 as Institute of Cost Accountants of India
She has won many accolades over the years.
CEO in FSN Brands to create and strengthen and a Company Secretary from the PRADEEP PARAMESWARAN
the offline retail footprint of ‘Nykaa’. Since 2018, Institute of Company Secretaries of India INDEPENDENT DIRECTOR
SANJAY NAYAR
she has worked to establish our Fashion business with ~38 years of post-qualification Mr. Parameswaran holds a Bachelor’s
NON-EXECUTIVE DIRECTOR
and currently oversees nykaafashion.com as experience primarily in the FMCG degree in Engineering (instrumentation
Mr. Nayar holds a Bachelor’s degree in
well as many of our Company’s owned and industry. He was a participant of the engineering) and a Master’s degree in
science in Mechanical Engineering from the
partner brands. Fulbright-CII fellowship management studies from the University
University of Delhi and a post-graduate
for leadership in management programme of Mumbai. He also holds Master of
diploma in management from the Indian
ANCHIT NAYAR at the Carnegie Mellon Graduate School of Business Administration from Vanderbilt
Institute of
EXECUTIVE DIRECTOR Industrial Administration, U.S.A. He also holds University. He has over 16 years of
Management, Ahmedabad. He has over 37
Mr. Nayar serves as the Chairperson and CEO of a Bachelor’s degree in commerce from the experience in engineering, automobile and
years of experience in banking and private
Nykaa E-Retail. He holds a Bachelor’s degree University of Bombay. Presently, he serves marketing.
equity.
from Columbia University. He has previously as an Independent Director on the Boards He is associated with Uber India
He was associated with Citibank N.A. for over
served of Mahindra & Mahindra Financial Services Technology Private Limited as Senior
23 years, where he also served as the CEO of
as the Vice President of the Investment Banking Limited, Metropolis Healthcare Limited, Director, RGM Rides – APAC. He was also
the bank in India for over six years. He was the
Division at Morgan Stanley, New York. He is Asian Paints Limited, SeQuent Scientific associated
CEO of KKR India Advisors Private Limited
currently responsible for the beauty business and Limited, Matrimony.com Limited, Hexaware with DEN Networks Limited as the Chief
between 2009 and 2020. Presently he serves
also serves as a member of the investor relations Technologies Limited, OmniActive Health Executive Officer, McKinsey & Company,
on the Board of various companies, including
team. He joined FSN Brands in 2018 as the CEO Technologies Limited, Eternis Fine Chemicals Inc and Hindustan Unilever Limited.
Avendus Capital Private Limited.
and has overseen the expansion of retail Nykaa Limited and WheelsEMI Private Limited.
stores. He was also the Chief Marketing Officer SESHASHAYEE SRIDHARA
of the Company between May 31, 2020 and ALPANA PARIDA INDEPENDENT DIRECTOR
January 12, 2021. INDEPENDENT DIRECTOR Mr. Sridhara holds a Bachelor’s degree in
Ms. Parida holds a Bachelor’s degree in Arts Mechanical Engineering from the Nagpur
ANITA RAMACHANDRAN (honours course) from the University of University. He has several years of
INDEPENDENT DIRECTOR Delhi and a post-graduate diploma in experience in product, engineering, data and
Ms. Ramachandran holds a Bachelor’s degree in management from the Indian Institute of artificial intelligence, operations, cyber-
commerce and a Master’s degree in management Management, Ahmedabad. She has over 21 security
studies from the University of Bombay. She years of experience in the retail, luxury, and compliance sector. He also serves
has over 46 years of experience in various branding and design sectors. She is the as a member of the management Board
sectors, including, consultancy, finance, asset Founder and Chief Executive Officer of Tiivra for Allegro.pl. Previously, he was
management, and manufacturing. She founded Ventures Private Limited. She has served as associated
Cerebrus Consultants Private Limited in 1995. the Managing Director of DMA Yellow Works with TUI Travel Plc, and D-Market Elektronik
She has previously worked with A.F. Ferguson Limited. She has also been associated with Hizmetlter ve Ticaret AS Kustepe Mah.
& Co. (a former KPMG network company in Titan Industries Limited. Previously, she Mecidiyekoy Yolu Cad (Dogan Online).
India). served on the Boards of SH Kelkar and
Presently, she serves as a director on the Boards Company Limited and Prime Research and MILAN KHAKHAR
of various companies, including, Aditya Birla Advisory Limited, and presently she serves NON-EXECUTIVE DIRECTOR
Housing Finance Limited, Essel Mining & as a Director on the Boards of various Mr. Khakhar holds a Bachelor’s degrees in
Industries Limited, Grasim Industries Limited, Companies, including COSMO Films Limited, commerce and law from the University of
Godrej and Boyce Manufacturing Company and Hindware Limited. Bombay. He was awarded a merit certificate
Limited, Happiest under the National Scholarship Scheme by
Minds Technologies Limited, Kotak Mahindra the Government of Maharashtra in 1983.
Life Insurance Company Limited, Metropolis He has over 31 years of experience in natural
Healthcare Limited and Rane (Madras) Limited. stones and helping build the Indian material
industry sector. Currently he is the Chairman
and Managing Director of Solid Stone
Company Limited, a BSE listed entity.

MANAGEMENT TEAM
ARE
Leading together
“One
Our intuitive and vigilant management is always on top of the external
operating environment, shifts in consumer trends and emerging opportunities.
Always eager to make major strides, the team is driven by a desire to transform
the traditional and transactional ways of lifestyle e-commerce in India.
Nykaa”
FALGUNI NAYAR ADWAITA NAYAR SANJAY SURI ARVIND AGARWAL

FOUNDER CEO
CO-FOUNDER G CEO - NYKAA FASHION CTO CFO
FOUNDING MEMBER
FOUNDING MEMBER SINCE 2016 SINCE 2020
SHALINI RAGHAVAN
CMO
SINCE 2021
ANCHIT NAYAR MANOJ JAISWAL SURENDER MEHTA

CEO - NYKAA.COM CHRO
VP OPERATIONS G CSO
SINCE 2018
SINCE 2013 SINCE 2020
NIHIR PARIKH REENA CHHABRA VIKAS GUPTA MANOJ GANDHI
CEO - NYKAA CEO - PRIVATE LABEL CEO – NYKAA D CCOO – NYKAA
MAN SINCE 2015 SINCE 2016 SINCE 2021 SINCE 2022

CONTENT MARKETING
“Be the
ARE
Nykaa Network
customer’s
This is our peer-to-peer social
community, which is a one-of-a-
kind, interactive beauty forum to
champion”
reach millions of members on the
network. The network allows
members to chat, participate in ask
and answer beauty-related
In the beauty and personal Nykaa TV questions, give and seek advice,
discover trends and join beauty-
care business, customers This is our YouTube based
centric conversations.
platform, which creates
expect hand-holding to educational content with
navigate a wide assortment

4.4
immersive storytelling across
beauty and personal care to
of products. We were one engage enthusiasts even before MILLION
of the first online retail they become our customers. As
per a RedSeer Report, Nykaa TV is
platforms in India to drive India’s leading channel exclusively members as of March 31, 2022
product and influencer-led focused on beauty.
education through creative Explore

content across video and
written formats. It has 1.2 MILLION
The platform provides a ‘watch and
buy’ feature where consumers
watch content generated by
simplified purchase decisions influencers from our social media
for our customers. Subscribers as of channels and shop for featured

March 31, 2022 products they
like simultaneously.
6.6 HOURS
We have made its discovery
algorithms responsive to consumer
preference based on their search
and engagement activities on our
Spent by users on the platform, strengthened by tutorials,
reviews and product trials.
channel in FY 2022
12.7 MILLION
created in-house by
the Nykaa Army, Nykaa
Explore visits Afliate
in FY 2022Programme
The programme has been leveraging
influencers at a large scale, enabling
external content creators to take to
different digital platforms and publish
content under our brand name.
Why it is a consumer a team of employees who are IPs have enabled the following for the This is a community of Gen-Z trend
5,403
beauty and fashion content business: setters, mom bloggers, beauty, fashion
imperative creators and presented in seven and lifestyle advisors who receive
• Gaining organic traffic
Our content brings the latest languages, making for a truly commission for the sales they drive
trends in BPC, helps curate inclusive experience. • Retaining customers on our platform. It has contributed
beauty regimes and outfits, and to making us the largest influencer
Influencers on our network as • Driving transactions
provides insights on brands. For Creating intellectual network in the online beauty
our brands, our content has
properties of March 31, 2022 • Motivating more brands, sellers and and
become a way to amplify their influencers to leverage personal care sector in India [RedSeer
story, proposition and Our brand affinity is driven by our our platform to get closer Report, as of March 31, 2021].
subsequently, sales. sizeable volume of content, to customers
spread across content
Most of our content is touchpoints. These
fashion blogs with 1,101 articles and
Nykaa Beauty Book and Style Files blogs published to date.
This is our repository of beauty and
23.5 MILLION
Post views in FY 2022

What
we did
Letter from the MD and CEO’s desk.............36
Financial review and message from the CFO.....38

Business verticals review.............................40
Portfolio expansion..................................44
LETTER FROM THE MD AND CEO’S DESK

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Letter from the

MD and CEO’s
& lifestyle choices that best suit them. This approach is “SuperStore by Nykaa”, an eB2B platform bringing
visible through healthy resultant proxy metrics of access to underserved channels and markets using
average order value, share of full price sales and new technology. By catering to retailers such as beauty
season sales. stores, pharmacies, salons and kirana stores, we aim to
desk Over the last year, the brand depth has increased to
over 1,500 brands and from earlier being a
predominantly women’s business, we have developed
solve current challenges in the unorganised beauty
ecosystem for all stakeholders - brands, retailers as well
as end consumers. This business presents a significant
opportunity through a large addressable market coupled
new divisions and categories across men, kids, home and
with a latent and underserved demand for differentiated
others. Similar to the beauty vertical, we have made
and value-added offerings in the offline market across
Dear Shareholders, concerted efforts to appeal to each member of an ever
the length and breadth of the country. The early results
growing and diverse fashion community through an
The second wave of COVID-19 pandemic disrupted lives in in the business have been encouraging and we are
assortment that comprises brands that are national,
innumerable ways with a significant human and economic building this business in a sustainable manner.
international, imported brands, premium & luxury,
cost. Many within the Nykaa family went through difficult responsible brands and ‘hidden
times and I am proud to say that each of us put the LOOKING FORWARD
gems’. These rapid developments of assortment, new
physical and mental health and safety of our people as the The stable positive movements on growth as well as
ways of selling, new curated stores and refined purchase
top priority. profitability over the last few years in our core beauty
journeys saw fashion acquire 1.6 million new customers
in FY 2021-22, compared to 0.6 million in FY 2020-21. and fashion business as well as our ability to effectively
Despite the challenging operating environment, we
diversify and extend to new categories and platforms
witnessed a year of strong performance, through
a consolidated GMV growth of over 71%, reaching CONSUMER BRANDS gives us confidence in our future momentum and the
long-term sustainability of our performance. Our
H-6,933-crores. Gross profit reached H 1,644 crores, up We have been addressing market gaps and consumer
success
73% Y-o-Y with a margin improvement of 471 bps and needs by creating, acquiring and scaling a portfolio of
so far has come from our philosophy of ‘the spotlight
EBITDA stood at H 163 crores, up 4% Y-o-Y. With a focus independent, new age, purpose-led brands in both
being on you’, putting the customers first and delivering
on long-term growth and profitability objectives, we beauty and fashion segments. Many of our brands such
the right experiences in terms of commerce as well as
made significant investments through the year towards as Nykaa Cosmetics, Nykaa Naturals, Kay Beauty,
delight. This focus on customer-centricity is balanced with
technology, operational readiness, and future growth Wanderlust
a view on improving the health of the entire lifestyle
drivers, including customer acquisition, new geographies and Nykaa SkinRx have wide customer acceptance and
ecosystem and every stakeholder in it - brand partners,
and businesses. continue to grow on and off platform. We have also
vendors, and the larger society.
acquired a 51% stake in Dot & Key, further adding to
BEAUTY & PERSONAL CARE our skincare offering. Dot & Key is a new-age brand that Market dynamics and individual preferences and habits
Despite it being a year witnessing high inflation and caters to the premium skincare market with products have witnessed increased complexity and maturity over
the resultant subdued discretionary spending towards such as serums, face masks, toners and cleansers. the last few years, and although in the short term the
beauty & personal care, our omnichannel beauty current inflationary pressures will affect discretionary
In the fashion business we are building meaningful and
business observed GMV growth of over 49% Y-o-Y, a spending, India is poised in the mid to long term to see
significant brands such as Twenty Dresses, RSVP, Nykd
testament rapid positive shifts in these lifestyle categories. Long-
by Nykaa and Gajra Gang.
to shifting channel preferences as well as our ability to term drivers of retail consumption in India present an
deliver industry-leading innovation and experiences for These brands contributed to 11.2% of the BPC GMV and immense opportunity for us in the coming year and
7.8% of the Fashion GMV in the year, respectively. beyond - rising
our customers. We acquired 4.4 million new customers in FY share rising from 16% of consolidated GMV in FY 2020-21 to over
and more. To further improve customer experience, we
2022, compared to 3 million in FY 2021. Through 25% in FY 2021-22. Nykaa Fashion has been built in a purposeful
Nykaa’s expertise in the category coupled with the ability increased warehousing capacity by 40%, adding
the year, manner, with a mission to inspire Indian women and men to make
to quickly foresee and adapt to evolving needs ensured many regional warehouses that have improved delivery
we have created multiple purchase journeys for fashion
that we achieved healthy growth in each of the timelines and have extended coverage, reaching 98% of the pin
our large and diverse base. We introduced new
categories from makeup, skincare, haircare to personal codes in the country. At the same time, we grew our physical
ways of selling on our digital platforms - live
care and wellness. In our quest to further empower the store footprint to 105 stores in 49 cities across the country.
stream formats, virtual try-ons and curations
ecosystem by building access for brands and choice for
such as ‘Conscious At Nykaa’, ‘Beauty Bazaar’
consumers, we expanded our one-stop-shop solution for FASHION
global brands, now playing the role of importer,
The fashion vertical achieved sizable scale in the year,
distributor, and retailer
witnessing an accelerated GMV growth of over 168% over FY
for 22 global brands. We also added many unique and
2021, demonstrating our ability to cater to multiple lifestyle
emerging brands from India to our offerings, making our
categories in a differentiated manner. The business has quickly
platform vibrant and appealing to our customers.
reached this point in just over 3 years of operations, with its
In April 2022, we further expanded our consumer brands seekers. With Nudge Wellness, we are venturing shareholders,
per capita incomes, urbanisation, the
portfolio through investments towards Earth Rhythm, into nutricosmetics to unlock a new but high- in our abilities has been nothing short of overwhelming.
unprecedented adoption and usage of internet and
Kica, and Nudge Wellness. We acquired a minority stake potential On behalf of the entire Nykaa team, I would like to thank
digital platforms. Younger populations will continue
in Earth Rhythm, a science-focused beauty brand, with category of edible beauty in India through a joint you for your continued trust in our business and vision to
to demand and expect increasingly differentiated
research-based and results-oriented products. The venture with Onesto Labs. become the platform of choice for all consumers.
consumption journeys, online and offline, and our
investment in Earth Rhythm addresses a market for
competitive advantage of agility, ability to innovate Warm Regards,
products that are committed to efficacy as well as to the NEW GROWTH DRIVERS and our passion for lifestyle segments will continue Falguni Nayar
planet. By acquiring Kica, we aim to bring stylish, high-
We combined our expertise in the digital to hold us in good stead.
quality activewear products at an affordable
ecosystem and the beauty & personal care
price. Through this acquisition, we can connect with the We became a publicly held company in the year
market to launch
active-wear community of athletes and everyday fitness that went by and the confidence shown by you, our

FINANCIAL REVIEW AND MESSAGE FROM CFO
ARE
Keeping our fundamentals strong Building on stakeholder confidence

in our value creation
Revenue from operations (` in million) Gross Profit (` in million)
FY 2020 FY 2020
17,675 7,581 42.9
FY 2021 24,409 FY 2021 9,483 38.9 CFO’s Commentary

FY 2022 37,739 FY 2022 16,439 43.6
55% 48% In terms of our business verticals, our beauty vertical

Gross Profit Margin (in %) demonstrated resilience and maintained profitability
despite high investment in fulfilment capacity,
Key Operating Expenses (in % of acquisition of new customers and expansion of physical
revenue) EBITDA (` in
stores.
11.4 million)
Fashion vertical, which was launched just before the
9.8 838 4.7 pandemic, has scaled well in a hyper competitive market
FY 2020
FY 2020
11.1 and has become contribution positive by delivering good
FY 2021 1,567 6.4 improvement in unit economics.
6.9 FY 2022 1,633 4.3 Our EBITDA margins were impacted due to aggressive
FY 2021 8.9 marketing and expansion of physical network. We
9.5 EBITDA Margin (in %) believe that the incremental expenses incurred in FY
2022 has helped us in achieving larger customer base,
12.7 which can be leveraged for future growth and value
FY 2022 10.5 creation. We have accelerated investment into growth
8.6 verticals such as Fashion and seeded investments in
new business initiatives such as Nykaa Man and Super
Marketing & advertisement Fulfilment Employee benefits Store. We have also strengthened our Own Brand
portfolio through organic and inorganic investments.
Profit/(loss) before tax Having turned green last year, we remained PAT positive
(` in million) Profit/(loss) after tax (` in for the second consecutive year amidst Covid disruptions
million)
FY 2020 (145) and despite significant investments as explained above.
FY 2020 (230) The incremental investments are part of well-laid out
FY 2021 661 Dear Stakeholders
capital allocation plan with Seed, Perfect, Scale style
FY 2021 616
FY 2022 I would like to take this opportunity to thank our of investments approach, which will lead to increase in
473
FY 2022 413 investors for making Nykaa IPO a resounding success. profitable growth in the future.
We are humbled by the overwhelming response of our The business performance in FY 2022 was impressive
Cash flow from operations investors and we will continue to work hard to deliver on considering external challenges, which was possible due to
Cash flow from/ their expectations. We are grateful to our shareholders, the team work that exemplify Nykaa values. Our focus and
before working capital changes SEBI, stock exchanges, registrar, banking advisors, legal
(` in million) (used in) operations counsels, auditors and other advisors for providing us
determination to constantly improve customer experiences
in the challenging environment is commendable. I wish
(` in
148 million)
FY 2020 FY 2020 the strategic guidance and supporting us in our journey
938 each one of us all the best for the journey ahead at
of going public. The primary money raised through the
Nykaa and continue to deliver value to our
FY 2021 1,856 FY 2021 1,332 IPO enables us to fund non-linear growth initiatives
stakeholders’ on sustained basis.
while maintaining a customer-first approach.
FY 2022 1,831 FY 2022 (3,540)
Arvind Agarwal
In FY 2022, we saw one of the fastest growths in our
Chief Financial Officer
topline over the last three years, despite recurring
waves of the pandemic and slowdown in discretionary
spending
Total orders (BPC) (` in million) Total orders 120%
5 (Fashion)
FY 2020 17.0
8
1.1 FY 2020
FY 2021 17.1 %
2.4 FY 2021
FY 2022 27.0
FY 2022
5.2
(` in million) i s nflation. This was driven by growth across business
w
n i verticals comprising of BPC, Fashion, Own Brands and
i
c n Advertisement revenue. Not only that, but quality of
t
r g growth was also quite robust. Our gross profits grew at a
h
e faster rate of 73%, and gross profits margins expanded
a i by 471 bps to reach 43.6%.
Y-o-Y growth FY 22 3 year CAGR

BUSINESS VERTICALS REVIEW
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Beauty and personal care CEO’s Commentary

– Playing the category not only revenue growth, but also brand salience and
awareness building. Partners ranging from large
creator role
FMCG companies, to smaller disruptive D2C brands
are given a platform to interact with some of the
countries most enthusiastic beauty consumers. By
creating a balance
between width of assortment and curated discovery, we
believe the result is empowering the consumer to make
the right choice for themselves.
Number of (in million) Number of (in million) Despite an already significant assortment, there are many
visits orders more brands both global and domestic that would be
additive to the consumer experience on our platform.
With this in mind, we managed to identify, partner with,
FY 2019 378 9.1 FY 2019 11.0 3.5
and launch 22 brands into the country via our imports
channel, taking our total count of import brands from 18
FY 2020 575 12.2 FY 2020 17.0 5.3 to 22.
These brands include Sol de janeiro, 111skin, Nudestix
FY 2021 659 13.5 FY 2021 17.1 5.6 and Charlotte Tilbury.
As a new age retailer, we have the advantage of being

FY 2022 881 20.8 FY 2022 27.0 8.4 agile in our ways of working, and importantly, learning
best
practices, and new innovative ways of selling from other
33% 58% 35% consumer and consumer technology companies globally.
34%
Monthly average unique visitors Annual unique transacting customers This desire to continuously innovate, and solve consumer
pain points, is what inspired us to invest time and energy in
54% 32% 49% 34% Dear Stakeholders further bolstering our content to commerce play through
our proprietary watch and buy feature on the app called
“Your Beauty. Our Passion” have been words we at
“Explore” and live streaming on and off platform to drive
Nykaa live by. For us at Nykaa Beauty, our vertical
Average order value (AOV) (in `) Gross Merchandise Value (GMV) (` in specialisation has allowed us to emerge not only as a
education and engagement.
million)
leading platform in terms of size and scale, but equally As the pandemic receded towards the second half of the
FY 2019 1,433 FY 2019 16,219 importantly as thought leaders and category builders. year, we saw our customers once again embrace
shopping in our physical retail stores. Beauty is a
FY 2022 was a unique and in some ways unpredictable
FY 2020 1,448 FY 2020 24,899 sensorial category, and our consumers enjoy the ability to
year. As a retailer we had to anticipate and adapt to
experience and engage with us in a physical setting from
changing consumer preferences. Some of the more
time to time.
FY 2021 1,963 FY 2021 33,542 meaningful shifts in behaviour included: a) increasing
At Nykaa, we have a mission to be the destination of
awareness and adoption of skincare regimes b)
choice across both online and offline for our
increasing share of premium and prestige brands and c)
FY 2022 1,864 FY 2022 49,987 consumers to experience beauty and with this in mind
shift to online shopping from traditional offline stores.
we have reaccelerated our offline expansion
Nykaa’s vertical
meaningfully, taking
our store count from 73 to 105 across 49 cities. Supported
(5%) 33,831FY
DA 46%
2022
9% 4
255 9 FY 2019 2.2
(` in % (` in million)
Revenue millio
n) 1,023 FY 2020 5.9
FY 2019 11,586
1,902 FY 2021 8.3
E
FY 2020 17,323
B FY 2022
2,772 8.2
FY 2021 22,836
I
T
focus and to s, gin. A e ways of ce have played a role in driving a healthy outcome for
by 479 talented and knowledgeable “Beauty Advisors”
omnichannel maintain and custo working the year.
we are excited for what is yet to come from our
approach allowed its mai mer with our
With 3,118 brands retailing on Nykaa.com and across physical retail business.
us to cater to category ntai centri brand
our network of stores, we have continued to focus on
these emerging leadershi n c partners, As we enter 2023, we at Nykaa are optimistic for what lies
helping our brand partners achieve their objectives,
consumer trends p, grow profi appro and a ahead. Our platform has strengthened meaningfully over
including
effectively. revenues tabil ach relentless the past year and is ready to serve the ever-evolving Indian
by 48% ity to focus on consumer. As India embraces aspirational beauty, and
Despite the
in FY with the improving consumption and premiumisation tailwinds play out over
challenges posed
2022, 8.2 art of platform the coming years, Nykaa Beauty stands well positioned
by COVID-19, and
acquire % retaili technolog to nurture and grow the ecosystem for the benefit of our
increasing
4.4 EBI ng, y and consumers and our partners.
competitive
million TDA collab delivery
intensity, Nykaa Anchit Nayar
customer Mar orativ convenien
Beauty managed CEO, Nykaa E-Retail
48% 46%
EBITDA Margin %

BUSINESS VERTICALS REVIEW
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Fashion – CEO’s Commentary

Creating Joy of tidbits throughout the buying journey, including styling
videos and product suggestions. We keep an eye on
Shopping
metrics like sales from new season merchandise (29%
of sales in FY 2022) and average order value (₹3,420
in
FY 2022) as markers of our differentiation. Going forward,
we’re placing immense focus on bringing the best of
international styles to our customers via the ‘Global
Store’ - we are certain that this will further strengthen the
Number of (in million) Number of (in million) uniqueness of our assortment into next year.
visits orders In terms of customer experience, we continued to

strengthen our supply chain and marketplace
technologies to improve inventory access as well as the
FY 2019 0.1 0.03 FY 2019 0.4 0.003
delivery
and returns experience, servicing ~98% of the country.
FY 2020 38 1.7 FY 2020 1.1 0.1 We focused on product enhancements to improve
personalised recommendations and discovery in the
FY 2021 172 5.8 FY 2021 2.4 0.6 buying journey, and also enabled key post-purchase
capabilities like ‘return in 3 clicks’ and automated self-help
FY 2022 441 15.3 FY 2022 5.2 1.8 center. Customer centricity is at the heart of our business
and will continue to drive our decisions on assortment,
156% 1470% 120% 134% tech and distribution.
Owned brands have become a critical growth lever for

Monthly average unique visitors Annual unique transacting customers
our business. Our portfolio of owned brands has grown
166% 663% 182% 784% Dear Stakeholders year-on-year via organic as well as inorganic growth.
By March 2022, we had 6 brands across women’s
As we complete year three of our foray into fashion,
western wear, lingerie, athleisure and accessories. Our
we continue to be incredibly excited at the prospect
Average order value (AOV) (in `) Gross Merchandise Value (GMV) (` in of shaping India’s fashion landscape. With every
guiding principle for owned brands is to address the
million) assortment gaps in the market across key categories;
passing quarter, we gain more conviction that the
while Nykd by
282 Indian
FY 2019 655 FY 2019 Nykaa helps marry tech and comfort in lingerie, Gajra Gang
consumer is looking for a style-driven and fashion-
brings a fine balance of craftsmanship and wearability to
forward shopping experience; and that brand partners
Indian occasion wear. We intend to build each of these
FY 2020 1,604 FY 2020 1,868 are eager for less-discount centric platforms. We saw
as strong D2C brands, expanding via different retail
strong performance in FY 2022, where Nykaa Fashion’s
channels, including offline retail and online platforms.
GMV grew 168%, contributing to 25% of Nykaa’s overall
FY 2021 2,739 FY 2021 6,530 Our recent collaborations with designers like Masaba x
GMV. The platform acquired 1.6 Mn new customers, a
Nykd and Nikhil Thampi x RSVP have helped bolster their
157% growth over FY 2021 - and the business was
positioning with our customers.
FY 2022 3,420 FY 2022 17,516 contribution margin positive.
25% The focus this past year was three fold: growing
Looking ahead, we are firmly focused on both
73% 168% 296% growth and a path to profitability. Through a strong
assortment thoughtfully, improving customer experience
focus on strengthening assortment, increasing brand
and doubling down on our owned brand strategy.
awareness, driving repeat purchases, sensible
Revenue
(` in EBITDA (` in
In terms of assortment, we are now at 1,500+ brands, marketing strategies and balanced customer policies –
million) million) and have expanded from women’s fashion to men’s, kids’ next year’s choices will be made via the lens of
FY 2019 4 and home to establish ourselves as a lifestyle retailer. balanced top and bottom line health and strong unit
FY 2019 (10) (240.2)
While we strive to drive completeness in merchandise, economics.
FY 2020 352 we hold
FY 2020 (185) (52.7) Adwaita Nayar
ourselves to high standards when it comes to curation
Co-founder & CEO, Nykaa Fashion
and quality, and are unwilling to waver on that for
FY 2021 1,438 immediate gains in the topline. We added curations of
FY 2021 (261) (18.2)
brands like “Hidden Gems” (emerging Indian labels) and
FY 2022 3,254 “Responsible” (sustainability-focused brands), which
FY 2022 (682) (21.0) were well received by the customers, and continued to
126% weave educational
(161%)
EBITDA Margin %

PORTFOLIO EXPANSION
ARE
Non-linear initiatives to
Acquisitions in own brand portfolio
strengthen our TAM*
As an organisation, we are always raring to go, for novel opportunities and to new
customers. In a world where convenience and customisation have become key,
we are working to be the brand that customers think of for all their big and Dot & Key Earth Rhythm
small lifestyle needs. We are supporting the growth of brands with potential and A new age brand that offers A clean beauty and personal
premium skincare products, care cosmetics brand,
vision in line with ours, bringing globally acclaimed brands to India’s allowing us to expand our fortifies our commitment to
beautyscape, and partnering with associates who can get us to new and existing skincare, personal care and sustainable products
nutraceuticals owned
customers faster. portfolio
Forays into new verticals and adjacencies

In October 2021, we launched our Super Store app, an selection of Nykaa’s best-selling products in addition to We have recently
online channel with a separate mobile application for
standalone local retailers in India to offer them select
the Aveda haircare range. The first co-branded salon has made investments
been launched in Bengaluru with plans to open more
BPC products that these retailers can then offer to this year. in several promising Pipa-Bella strengthens our hold in Kica, to be housed under
their consumers.
Nykaa Fashion launched Home as a category offering brands, and they are the jewellery category and caters
to the rising trend of
Nykd, is targeted to
strengthen our active-wear
We also entered the professional beauty services
segment with the introduction of ‘Aveda X Nykaa’. Aveda
the latest in kitchen appliances, dinner and serve-ware, Dot & Key, Earth personalised, minimalist and play, and known for its stylish,
furnishings, décor accessories, bath products, storage
is one of the global leaders in luxury natural hair must-haves and home improvement solutions. It Rhythm, Pipa-Bella, premium fashion accessories in
the Indian market
high-quality products at
affordable prices
products and services. It will be a one-stop solution in
the form of a unisex lifestyle
features brands like Portico, D’décor, Meyer, AA Living, Kica and Nudge
Mason Home, Ellementry, Rosemoor, Décor Remedy,
Nudge Wellness
salon, providing 100% vegan premium hair services and among others.
a Wellness. A dietary supplement and nutricosmetics brand, which addresses
contemporary and unmet wellness needs and strengthens our
presence in nutricosmetics
Launches in own brand portfolio
Bringing the best of

CT PILLOW TALK
brands to India
We introduced multiple international brands,
IYKYK Gajra Gang Likha
including Sol de Janeiro, Elemis, 111Skin,
A chic new A collection of A contemporary,
Nudestix, bringing the best of global beauty to
accessory label to traditional and every day ethnic
India – across 4 premium and luxe categories.
address growing fusion style occasion wear for the
The launch of Nykd in India, a brand that
demand for wear giving modern modern Indian
embodies Scandinavian culture’s key principles,
premium accessories Indian women the woman
which include inventiveness, clean design,
that are in vogue, freedom to express
and strong regard for nature, thrilled
quality-assured, their individuality
Our most recent and accessible
beauty enthusiasts around India.
successful launches We expanded the Global Store – an online

Our brand, RSVP collaborated with Nikhil Thampi, to launch distinct & channel enabling Indian customers to buy
include the designer products from several prominent foreign
brands IYKYK, party collection clothing at attractive pricing. Under Nykd, we collaborated brands from accredited overseas retailers.
with the popular and vibrant Indian brand House of Masaba to bring an
Gajra Gang and elevated sleepwear collection, created by celebrity designer, Masaba Gupta.
Likha.
*Total Addressable Market

How do
we create
value
Industry trends.......................................48
Strategic progress...................................50
Materiality.........................................52
Governance........................................54
INDUSTRY TRENDS WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
ARE
Trending today in beauty

and personal care
Operating in the dynamic environment of beauty & personal care and lifestyle,
we understand the importance of catering to people across demographics,
backgrounds, preferences and awareness levels. Insights and analytics are helping
us identify and action customers’ requirements even before its importance is realised,
keeping us one step ahead of the industry.
The past couple of years were influenced by unprecedented events, swaying customer’s personal requirements,
societal necessities, habits, external environment and at times purchasing power. At Nykaa, we continue to take
proactive measures to understand these changes and take innovative steps to create industry-leading solutions and
experiences.
1
India’s unfolding 2
2022, 88.9% of our online
GMV (92.58% in BPC and
partners for this. We have the largest
assortment of luxury products, with
digital story 79.32% in Fashion

verticals) came through
leading global high-end brands, with
exclusive agreement to sell in India
our mobile applications
3
Digital penetration in India has grown
significantly over the last couple
Towns becoming demand with many of them.
of years, but has a long way to Seamless experience hubs

go compared to other developed
and developing countries. With
across channels 4 Premiumisat
cheaper data costs, better
accessibility and the pandemic
Omnichannel has become the
buzzword in retail despite the
Indian retail stories is being driven from ion for an
beyond the boundaries of metros. The tier-2
influencing online penetration,
data consumption has been on
pandemic increasing online
acceptability. It provides a seamless
and tier-3 towns are seeing increasing aspirational
the rise. There is increased trust experience to customers with
spending power, access to information and
an aspiration to shift from unbranded society
in digital platforms among flexibility to use a combination of the
products to value-branded products all of India is an aspirational
smartphone and social media online and offline channels. It also
which is aiding growth across the digital use- country, and yet has
users, helps in organic customer growth,
case funnel. the world’s lowest
leading to accelerated growth in enhanced experience and increased
premiumisation. Luxury
online users and shoppers. Online share of consumers’ wallet share.
shoppers are expected to reach 24- Our take on it products were
traditionally brought
28% of the population by 2025 as Our take on it 60.4% of our GMV in Beauty and 64.1%
from high-end malls or
compared to pre-pandemic levels of GMV in Fashion vertical comes from tier-2
Together with online content, during international trips.
11-13% in 2020. and tier-3 cities, serving over 27,800 pin
engagement in offline stores elevates With the changing
codes across the country. We are also
the consumer experience to the next
Our take on it working
demographics factor,
level. We are aggressively expanding increasing disposable
We have a strong online presence, on increasing our warehouse and retail
our retail store network to provide income among young
content-driven marketing strategy footprint to further improve distribution with
the touch and feel experience, test people, exposure to high-
and customer reviews, with a focus on a “closer to customer” strategy,
gen-Z and millennial customers, and try elements, and provide the end brands and limited
customers the ability to try out newer correspondingly increasing marketing spends
which drive organic traffic to our opportunities to shop
brands and categories, which also to increase customer conversion and spend
platforms and make us the preferred abroad has augmented
helps us drive premiumisation. Our in these markets.
choice for them. We are also demand for domestic
increasing our marketing spend to ability to engage with the customers luxury.
reach our target audience and drive in person and have an interaction
traffic. based personalised advisory which Our take on it
These customers possess decent helps increase customer experience.
The key to being able to
paying capacity, high awareness of It helps increase repeat traffic
buy premium products on
latest trends and strong digital supported by operational flexibility,
an online platform is
maturity. As of March 31, 2022, we hyperlocal delivery and endless aisle.
the authenticity guarantee.
had cumulative downloads of 72.5
million (47.3 million in BPC and 25.2 Over the last decade we
million in Fashion verticals) across have established a
mobile applications and during FY reputation among our
customers and brand
that of customers increasingly
supporting homegrown brands.
house of brands, we are not only
collaborating with large multi- as never seen as it influences their decisions
and experiences.
Customer willingness to try new
products and splurging their
national brands,
but are also striving to provide
before Our take on it
wallets for quality products from homegrown brands a platform and Content curation has We are a curation platform and have
previously unknown brands access to a large customer base. changed drastically over been pioneering content dispersion.
is creating ripples in the a short period of time, We use multiple channels to disperse
Indian lifestyle segment. going from static blogs
Trends that will drive the way to collaborative over
content in multiple languages to
cater to diverse Indian
Our take on it
ahead
multiple platforms. It is demographics.
Demand for We believe that India has a huge 5 Our content is hence curated
white-space for new brands to becoming extremely to be inspirational, informative
homegrown brands emerge and strive to democratise
Content-curation
Changing consumer experience: importantnew
Exploring how channels:
6
customer choices by providing AR and other disruptive technologies, customers receive
As customers spend more time
Another trend that has recently caught up, is and medium-agnostic.
them a wider assortment. As a be it to virtually try make-up looks content,
online, new possibilities are opening
or clothes, will dramatically change up in terms of exploring the
48 | FSN E-COMMERCE VENTURES LIMITED potential the way customers discover, of nonfungible tokens and gaming INTEGRATED REPORT 2021-22 | 49
for experience and connect with brands content dispersal.
and products.
Data for new products:
The next phase of growth will be
Getting ready for the outdoors: based on the ability of companies
Natural clean and transparent: The last two years has been about to anticipate the nuanced and
Customers are now seeking brands loungewear and sportswear. As the sometimes paradoxical
that are as transparent in their world opens up again, customers preferences of customers. This
ingredient list as much they are are reallocating wallet share to would require leveraging
natural in their product other categories. The pent-up technology to create data-driven
formulations. Today, customers are demand for products and ensuring that
ready to spend newness coincides with the desire product assortments resonate with
more on clean beauty products. for customers’ new lifestyles.
STRATEGIC PROGRESS
ARE
Consistent strategy. Focused

execution.
EXPAND INTO LIFESTYLE
ADJACENCIES AND LAUNCH
CONTINUE TO ACQUIRE
NEW CUSTOMERS AND
DEEPEN AND BROADEN OUR
BRAND RELATIONSHIP
FURTHER EXPAND
OMNICHANNEL CAPABILITIES
HOUSE OF BRANDS DISCOVER NEW
GROWTH ENGINES
NEW CHANNELS INCREASE CUSTOMER
LOYALTY
• Seamless and connected digital • New launches that • Overseas market
• Lifestyle adjacencies • Growing customer base • Exclusivity of relationships
and offline marketing add real value • Well-founded
• Enterprise new channels • Deepening loyalty • Driving engagement
KEY GOALS
• Influencer network complemented • Strategic acquisitions for inorganic investments

by expert advisory at retail store a holistic portfolio
• Assisted buying experience in
stores and retail channel
Invest in the expansion of physical Identifying market and Explore expansion

Leverage customer insights and Provide an immersive • Make strategic investments in
store network to serve more customers category gaps and building prudently into international
our understanding and ability of shopping experience our brand relationships
and bring stakeholders in the innovative products to address and domestic markets
customised execution of multiple • Content led marketing to • Nurture our existing brand
industry together consumer needs • Leverage experience gained
categories and sub-categories engage and acquire relationships and find new
• Focus on growing presence in tier- • Increase product offerings in our in India of localising global
within lifestyle retail customers matches
2 and tier-3 cities current owned brand portfolio trends for specific sub-
• Foray into other • Use levers of ‘voice, video and • Create value for our brands
• Leverage synergies between offline • Add new and long-term markets and tastes to expand
STRATEGY
lifestyle adjacencies vernacular’ to improve our through improved merchandising,

and online channels to create a focused brands globally
• Launch new business formats reach refined marketing and new data
seamless journey across touchpoints • Uphold product quality, • Use proven expertise in
in existing business verticals • Continuously expand product driven brand specific experiences
• Invest in people and differentiation and acquisitions and joint
assortment and refined tech • Ensure that our platform
infrastructure to build further authenticity of our own ventures to accelerate growth
capabilities for sharper maintains its position as a go-
capabilities to deliver an brands
delivery to lifestyle destination for
integrated online-offline shopping
• Increase engagement with ‘beauty
experience
every new visit to our enthusiasts’ and ‘fashion conscious’
• Organise and sponsor events, meet
platform and use CRM to customers with an unmatched
and greets and content screenings
drive LTV brand assortment
to create an engaged customer
• Use data analytics to • First port of call for brands to
base
improve personalised launch in India.
targeting
• Launched the Global Store • 32 new physical stores opened • 11.2% of BPC GMV from • Acquired Kica
&2
• Launched SuperStore • 105 physical stores in 49 cities Own Brands and 7.8% of • Partnered with Onesto Labs &
PIS OF FY 202
• Forayed into Home Furnishing 3,000+ brands and Fashion GMV from own Earth Rhythm
KPROGRESS
over 296,122 SKUs brands • Embarking presence in

in BPC international markets
Annual unique transacting 1,500+ brands and over
customer growth of 49% in 4.3 million SKUs in Fashion
BPC and 182% in Fashion
(YoY)
TARGETS
• Become the single largest • Expand consumer base • Create omnichannel dominance • Expand own brand portfolio • Non-linear and inorganic growth
destination for lifestyle needs • Enhance revenues by in BPC
of our diverse consumer base • increasing wallet share • Strengthen brand relationships
• Financial • Financial • Financial • Financial

• Expand consumer base
• Manufactured • Manufactured • Manufactured • Human
• Enhance revenues by • Financial
• Human • Social and Relationship • Natural • Social and Relationship
increasing wallet share • Social and Relationship
• Intellectual • Natural
• Digital
• Social and Relationship
• Natural • Financial
• Intellectual
• Digital
MATERIALITY
ARE
Prioritising issues
of critical importance
Low Medium High
10 7
ESG in today’s context is about doing the maximum we can as enterprises 6
3
IMPACT TO STAKEHOLDERS
to create, long-term sustainable impact among stakeholder segments. 8
We undertook materiality assessments to identify critical ESG matters 4
11
that have material bearings on our business.

5
2
The material topics were identified based on interaction with our internal stakeholders, considering multiple
9
other relevant factors such as industry research, benchmarking of internal and external forces, referring to key
ESG frameworks such as GRI standards, among others. The materiality matrix presented here indicates the list
12
of material topics identified during the assessment process.
14 1
13
15
MATERIALITY PROCESS
IMPACT TO BUSINESS
MATERIAL ISSUES IDENTIFIED
ENVIRONMENT SOCIAL GOVERNANCE

DISCLOSE &
PRIORITISE ADDRESS 9 6 7
Chemical safety Product safety Consumer financial protection

and quality
12
IDENTIFY VALIDATE 3
8
Sustainable supply chain Privacy and data security
(including logistics) Human capital
development 6
1
Product safety and quality
4
Carbon emissions
management Labour 10
management
Disclose & Business ethics and values
Identify Prioritise Validate Address 13
• Develop our 14
• Engaged our • Conducted a Waste recovery and 11
• Identified materiality
materiality circular economy Community development
issues based on leaders to survey, Marketing and labelling
matrix to (including sustainable and engagement
global standards record their engaging
disclose, address packaging)
such as GRI, response to internal and
and monitor 2
SASB, SDGs, MSCI material issues external
performance 15 Raw material/product sourcing
and DJSI, peer identified stakeholders to
against the (including sustainable products)
benchmarking, capture their Product carbon
indicators
mega trends and response to footprint
going forward 5
aligning them the material
with our goals issues Supply chain labour standards
and objectives identified

GOVERNANCE
ARE
Governance – “Aiming for higher Board’s meetings
standards in digital commerce”

The Board of Directors is responsible for ascertaining the strategic direction of Nykaa, approve financial statements,
convene shareholders’ meetings and propose annual dividend. The Board and its committees meet as required to be
able to fulfil its obligations and ensure sustainable value creation for all stakeholders.
Board and its committees Attendance (in %) Members Independence Meetings

We incorporated leading global corporate governance practices at the inception,
Board of Directors 84 10 5 18
which enabled us to set an example in responsibility, integrity and transparency in
Audit Committee 89.46 6 4 13
the industry. We believe that these practices support the creation of
Fund Raise and Investment Committee+ NA 5 1 0
sustainable stakeholder value and the maintenance of highest standards of
Nomination and Remuneration Committee 93 3 2 10
ethical conduct and compliance, in line with our code of conduct.
Stakeholders’ Relationship Committee 100 3 1 1
Risk Management Committee 83.5 3 1 2

Risk management Succession planning of the Board Corporate Social Responsibility & Environmental,
100 3 1 5
Social, and Governance Committee
Building realistic strategies to remain relevant We recognise the importance of effective succession
planning to enable continuity and smooth functioning +Fundraise and Investment Committee was constituted w.e.f. March 17, 2022 and no meeting was held during the year under review.
We have created a robust mechanism for risk
of the organisation. It is essential to ensuring
continued
management that considers the external environment and and effective leadership performance for sustained
Board activities, priorities, and agenda TALENT AND MANAGEMENT
internal processes to ensure long-term sustainability of organisational growth. The NRC is tasked with governing the
the business. Our top management unwaveringly • Ensuring appointment of Independent Directors
implementation of Nykaa’s succession planning for the Board BUSINESS PERFORMANCE with functional thought leadership and rich
oversees and implements the mitigation strategy to and Senior management Policy, with the CHRO being
realign them to fast-changing dynamics. We believe our • Steering the Company towards listing of its equity diversity in experience
responsible for administration and compliance of the policy.
strong mitigation strategy provide us greater agility, shares and successful completion of Initial Public
• NRC has put in place a strong process for
efficiency and deliver materially improved outcomes. Offering
Compliance and ethics selection of talent at KMP, CEO DRs. Senior
Read more on our key risk and mitigation strategy section on Page 101 • Driving performance of the company through leadership roles assessed through relevant tools
We do not tolerate any violation of laws, codes of
strategic directions, M&A and expansion are critical inputs to future leadership
conduct or internal regulations and have stringent
development and success
Board’s effectiveness evaluation policies in place to ensure the same. Our employees are • Upscaling the omnichannel business of Beauty
Adhering to global best practices of internal controls given training on induction, updated through mailers and and Fashion, new business initiatives like eB2B • Specific review of technology organisation and
and governance, our Board of Directors are also subject sessions, and encouraged to raise compliance and and International business critical niche skill talent to augment for future
to evaluation. The Chairperson of the Nomination and ethical divergences they witness immediately. Our anti- business scale and variety
• Review of business plan for the year and AOP for
Remuneration Committee (NRC) and the Board is corruption and
fiscal year 2022-23 & tracking progress • NRC, in addition to its statutory obligations, has
responsible for ensuring an annual evaluation to assess anti-bribery policy ensure protection for whistle-blowers
proactively spent time on the overall HR strategy
the performance and effectiveness of the Board as a and safeguards them from retaliation in the form of
and building high performance and engaging
whole and that of individual members. The criteria for discrimination, reprisal, harassment, hostility or vengeance COMPLIANCE & GOVERNANCE
culture in the company
evaluating their performance is enumerated here. of any manner. Employees and directors can report • Improving the quality of Board and committee
• Contribute to and monitor corporate suspicious events at [email protected] structure with right mix and revisiting the powers
governance practices to initiate appropriate investigation. The investigation delegated to Committees for ensuring effective POTENTIAL FOCUS AREAS - 2022-23
• Commitment to the fulfilment of a director’s obligation forum, in discussion with the CHRO is tasked to take execution and control • Driving levers of performance and organisation
• Contribute to the growth and protection appropriate action after a hearing. The management is enablers to make Nykaa future-ready for
committed to compliance and senior leaders play a • Setting the tone and direction for compliance,
of shareholder value growth, innovation and agility
pivotal role in implementing compliance interventions. governance and controls, which are essential for
• Fiduciary responsibilities
a listed entity • Compliance, Governance & Risk (ERM) Management.
• Any other aspects agreed on by the Board from time to time
• Fulfilment of CSR obligations with diverse projects • Environment, social and governance (ESG)
and identification of long-term projects framework and Corporate Social
2,327
Received Closed Open Responsibility (CSR) programmes
• The Board has placed focus on educating employees
on a comprehensive Code of Conduct, which ensures • Talent, capability development
Whistle-blower
NIL NIL NIL PERSON-HOURS that our values and the expected standards of and succession planning.
cases (Nos.)
conduct and governance as a listed company is
Shareholder
Training on compliance and ethics
2,751 2,751 NIL maintained
complaints (Nos.)
• Approving financial results, risk mappings,
Customer specific reviews by the Audit Committee and
25,079 25,079 NIL
complaints (Nos.) Risk Management Committee
• Implementation of LODR, operating policies

for better governance
Why
Nykaa
Investors.............................................58
Customers..........................................60
Business partners....................................64
Employees..........................................66
Communities......................................70
Environment......................................72
Regulators.........................................74
Awards...............................................75
WHO
WE
ARE
INVESTORS WHAT HOW DO WE WHY STATUTORY FINANCIAL
WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
g
r
o
w
Going public
t
We listed Nykaa on the Indian Stock
`53,497 `47,197
h Exchange, to provide flexibility and MILLION MILLION
liquidity to shareholders, existing and
a new, allow us easy access to funds,

Fund raised Offer for sale
including acquisition currency, and
n enable true price discovery for all. The
d fresh issue proceeds are being used to

set up new retail stores, enhance brand
`6,300 `1,043,60
p
visibility and awareness, as well as
enable capital expenditure and
MILLION
8 MILLION
r repayment of debt. Many of our Market capitalisation as at
shareholders continue to be part of our Fresh issue November 10, 2021
o journey as a public company, a
closing (Listing date)
f testament of their trust in the value we
create.
i
t How we connect to them
a We maintain regular contact with them, informing them
of all the key developments in the company through
b corporate announcements, updating website, press
i release, earning calls, Investor Day and at our Annual
General Meeting.
l
i Capitals they impact
t Financial Capital
y Capitals impacting them

Tapping possibilities and sharing . Financial Capital, Manufactured Capital, Human Capital,
Intellectual Capital, Digital Capital, Social and Relationship
growth
Capital and Natural Capital
Value we create
Prioritising capital efciency
Our investors are the We have scaled our business while maintaining
strong growth and profitability metrics by focusing
providers of our financial 324,164 22 on capital efficiency and unit economics. As we
capital and are key advisors vertically
in the important decisions 3

48%
of the Company. We strive Total shareholders Institutional shareholders 61% Numbers as at March 31, 2022
to maximise the return 3-year CAGR in revenue
3-year CAGR in GMV
for them in a manner,
which is responsible and 324,155 323,932 3.92x
sustainable. Our focus is 9%
Capital Turnover Ratio
to create a business, ROCE
which is fundamentally Total public shareholders Non-institutional shareholders
strong and focused on EBITDA POSITIVE
88%
balanced, long-term 3-year CAGR in EBITDA
Since 4 years
as well as growing our customer base and AOVs across
business segments.
Tapping the untapped to drive continuous

growth
Our total addressable market (TAM) is expected to
double to reach $152 billion over the next few years.
expand, each new segment is being approached in
Progress will be driven by overall growth in GDP leading
a capital-efficient manner.
to rise in disposable income with simultaneous
improvement in social media led awareness. This
Creating consistent returns creates huge untapped
We achieve consistent value creation for our growth potential for us and we are strategically expanding
shareholders by leveraging our core segments and our operations to capture this opportunity.
achieving growth by filling the white space in the niche
markets of BPC and fashion. We are focused on
leveraging technology,
54%
3-year CAGR in gross profit 59
0.25
Debt-Equity
PAT POSITIVE
Since 2 years
CUSTOMERS WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
ARE
Aligning our aspirations with

those of our customers
We have built our business model customer backwards, for eg: we have separate
applications for beauty and fashion as we believe customers shop these categories
with different mindsets. We have a customer obsessed culture, which means when
they make their expectations known, we listen. We have oriented our processes
and investments to ensure that we remain in touch with their changing and growing
preferences, in alignment with the ethos they gravitate towards and at the centre of
all their beauty, personal care and lifestyle moments.
Testimonies from our customers
Hi Hussain (Store Manager)

Dear Falguni, Jennifer and Kranti,
I am writing to you from Johannesburg, South
This email sets out my experience with Nykaa,
Africa.
an unpleasant situation, which Tarun turned
During my time in Mumbai, I popped in at the into a positive one.
Nykaa store near Nariman Point and did not
I had some Nykaa vouchers, which were due to
realise it was close to closing time (10pm).
expire on 1 August. I live in Dahisar and I usually go
Regardless of that, Shamyla went out of her way
to your outlet in Inorbit Mall to use my vouchers.
to accommodate my cousin and I with our
However, since the malls are closed, and with a
purchases, even going as far as helping me do
closing deadline I was in a bind. I called your Nykaa
colour matching for my sisters who were on video
outlet in Bandra and spoke with Tarun the Manager,
call in South Africa.
who assisted me with my needs, seamlessly. I’m
Her warmth, kindness, and attention to detail not going to any other outlet to replenish my
makes her an asset to your team. Despite the stock but this outlet in Linking Road because of
inconvenience I caused her, Shamyla went out of the exclusive relationship built with your team. I
her way to service with a smile. was watching the way they were dealing with all
customers and have to say I am impressed with the
Kudos to Shamyla for being a shining example of
professionalism and kindness. Kudos for running
an exemplary employee at Nykaa!
a great operation, with assistance from stars like
All the best and hope to visit your store again Tarun and his team. All of you need to take a bow.
soon.
Serafina and Gillian Khambholja
Best,
Nykaa Luxe Linking Road Mumbai
Aaisha Dadi Patel
Nykaa Luxe Churchgate Mumbai (Nariman Point)
13 MILLION 5,403
March 31, 2022
Social media followers Influencers network as on

23.5 MILLION E
x
plore (Watch & Buy) post
views in FY 2021-22

CUSTOMERS WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
WE ARE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
How we connect to them Technology for enhanced experience

We are constantly in touch with our customers and
Our platform is designed to drive discovery among
available to interact with them. We connect with our
customers. Leveraging information on multiple parameters
customers through the content we create on multiple
and consumer activities on our platforms, as well as with
platforms, social media platforms, our customer service
detailed attributes against each product in the inventory,
centres, physical outlets and marketing initiatives. We
we showcase personalised content and products
use calls, messages, email, chat for interactions with
throughout every customer’s shopping journey. They can
customers to make ourselves easily accessible to them.
also try on certain products virtually through a virtual-try-
on feature on our mobile application.
Capitals they impact
Financial Capital, Digital Capital, Social and Omnichannel shopping experience
Relationship Capital
Some products often require a ‘touch and feel’
experience to arrive at a purchase decision, especially
Capitals impacting them certain higher value and/or complex categories, such as
Financial Capital, Intellectual Capital, Digital
`627 MILLION `4,781 MILLION 27,800
fragrances and make-up. Yet consumers also love the
Capital, Human Capital, Social and Relationship option to experience the same product from the comfort
Capital and Natural Capital and leisure of their homes. We launched our first
physical store in 2014. Technology spends Marketing and advertising spends Pin codes served
Value we create Our well trained beauty advisors are experts in advising
customers on products that are best suitable to them.
Commitment to authenticity
We developed systems and processes to ensure that
Assisted buying 23 8.2 LAKHS SQFT 98%
the products sold on our platform are authentic. This Assisted buying has been our key to driving awareness
has enabled us to build trust among our consumers and making sales. We offer on-demand, one-to-one Warehouses Storage space at warehouse Pin codes coverage in India
and chat services with our beauty, fashion and grooming
brands. We source products directly from brands or their experts to help increase engagement with customers
authorised distributors/resellers. We maintain robust
quality checks at warehouses and have an effective
while resolving concerns or technical questions that they
may have. At our stores, the BPC advisors replicate the
LARGEST 4,500+ 8 and 7
consumer complaint redressal system. experience, they use our mobile application to complete
an ‘endless aisle’ online purchase for the consumer,
Influencer network in BPC Brands on the platform Owned brands in BPC and
Content-first approach to retailing whether or not the product is available at the store. Fashion respectively
Sensing the need for assistance from consumers to
navigate a fragmented and wide assortment of offerings,
Consumer service innovation
we were among the first in India to drive widespread
product and influencer-led education through engaging
Our consumer service team addresses post-order related
customer service queries assisted by automation where
4.6 MILLION 105 479
content across video and written formats delivered in relevant, to optimise service. Technology helps our SKUs Listed Physical stores BPC advisors at physical
eight languages. customer service team focus on solving more complex
and urgent queries and reduce wait time for consumers
stores
Diverse portfolio of owned brands especially during peak occasions.
We have a portfolio of 15 owned brands, which leaves

us room for white space innovation in the Indian
Fulfilment and operational excellence LARGEST 459 49
lifestyle industry to address gaps in products, pricing We serve most of the serviceable pin codes in India and
and quality. have robust supply chain systems to service our physical retail footprint Customer-care Cities with
customers. among multi-brand specialty executives to enhance physical presence
Comprehensive assortment and focus on curation and Orders are monitored and tracked closely to ensure
BPC platforms customer experience
merchandising timely dispatch. We drive decentralised supply chain for
localised fulfillment to ensure delivery from the nearest
We work towards building product offerings that cater
fulfillment centre, which in turn optimises shipment costs
to our customer’s specific needs and evolving trends
and investments in inventory. For fashion products sold
based on data analytics. Our team of expert curators
work closely with our brand relationships to offer
through the marketplace model, we have integrated our 67% 95% 79%
supply chain with the warehouses of several sellers.
customers latest lifestyle trends, helping bring in
collections that fit diverse demand profiles and churn out
Customer queries addressed Orders delivered within 5 Orders delivered within 5 days
products that are losing relevance. through bots days for BPC for Fashion
14% 30%
Reduction in customer Reduction in customer
complaints in BPC complaints in Fashion
BUSINESS PARTNERS
WE WE CREATE VALUE NYKAA REPORTS STATEMENTS
ARE DID
Relationships key to fulfilment `31,121 MILLION

Our partners include diverse stakeholders who enable our consumer journey. `140 MILLION
This includes influencers who create relevant content to educate the Paid to suppliers for
customer, brand partners and sellers who help us provide wide-ranging choices Paid to influencers and FY 2022
to our customers, suppliers who help strengthen our Own Brand portfolio, and bloggers for FY 2022
delivery partners who ensure seamless and timely last-mile delivery.
5,403 5 2,513
Value we create
Influencers Delivery partners Suppliers
Access to a growing customer base
Our experience and in-depth understanding of product
assortments, supported by consumer insights inform
our ability to predict trends, and tailor brand specific
3,118 1,553 marketing and commercial strategies. Our focus on

enhancing consumer service helps create positive word
of mouth marketing and increases our repeat
Brand partners – BPC Brand partners – Fashion customers.
Maintaining a lead with technological innovation remains
core to our efforts to access more and more customers to
Our focus on enhancing consumer service helps create positive word of become India’s leading, go-to platform for beauty, personal
care and lifestyle needs.
mouth marketing and increases our repeat customers. Maintaining a lead with
technological innovation remains core to our efforts to access more and more Technology for seamless operations
Our back-end technology enables our business partners to
customers in order to become India’s leading, go-to platform for beauty, personal have seamless interaction experiences with us. Tech and
care and lifestyle needs. data driven planning and real-time, automated information
flow reduces human interventions and increases efficiency
at both ends. We work to enrich partner experiences by
adding features like dashboards and automated resolution
Connecting at a personal capacity Capitals they impact for our suppliers, increasing personalisation and publishing
workflow with real-time insight for our brand partners.
We engage with our customers and become their
confidantes through a network of influencers, Furthering brands
beauty advisors and customer-care executives who
Beyond transactional commerce, we view ourselves as
champion physical meets, telephone
brand custodians. We apply a client-servicing mindset
conversations, mailers, annual meets, periodic
Social and to our interactions with brands to build long-term
events, training programmes and workshops. Relationship
relationships. Our team of brand managers collaborate
Capital
with them to offer involvement and integration in several
Capitals impacting them aspects of their marketing strategy, from building

marketing plans and promotions for products to ensuring
their standards in supply chain and fulfilment.
Partner story
Promoting on a solid platform
Financial Capital Intellectual Capital Digital Capital
Charlotte Tilbury launched on Nykaa in November 2020 with an online popup ‘House of Tilbury’, which was aimed
at creating immersive virtual experience to discover best-selling products and be appraised of the brand’s rich
history. To maximise local consumer relevance, Charlotte Tilbury and Nykaa created an Indian bridal look for the
market during the wedding season. Leveraging our vast network of celebrities and influencers to promote the
proposition and create buzz, Charlotte Tilbury, through Nykaa has swiftly established itself in a new market in a
short span. On the day of its launch on Nykaa, the brand exceeded the jointly agreed target by over 50% and it
continues to grow on our platform.
Social and
Human Relationship Capital Natural Capital
Capital
EMPLOYEES
ARE
Making dreamers into achievers

– “A culture of belonging”
The Nykaa Army, as we proudly call our employees, soldiers on to take the
company to new growth altitudes every year. They are our biggest brand 2,764 1,457 `15.29 MILLION
ambassadors, and their unmatched drive has propelled our high-performance
New employees onboarded Revenue per employee
culture and experience marketing success. Employees
46% 54%
Female employees Employees under 30
Inclusivity
Inclusion is a big part of our ‘culture of belonging’.
We strive to create an atmosphere where everyone
can be themselves, regardless of age, faith, or
gender, and know that their opinions matter. For us
inclusion is respecting individuals and treating each
other the way we want to be treated. We value the
abilities of every Nykaaite, as well as appreciate and
encourage diversity of thought and being. We do
not restrict ourselves with inclusion in ways of
working but emphasise on empathy and
camaraderie.
How we connect to them

We are constantly engaging with our people through Capitals they impact
town halls, training programmes/workshops, festivals
and milestones celebrations, planned discussions,
rewards and recognition programmes meetings,
surveys, and other employee communication forums.
Human Capital
Capitals impacting them
Financial Capital Digital Capital Natural Capital
Social and
Relationship Capital Intellectual Capital

EMPLOYEES
ARE
Value we create
Holistic well-being for employees and their
families
We have doctors on call across our offices, who provide
basic medical consultation and conduct regular wellness
and emotional resilience workshops. We have also
partnered with an external agency to provide counselling Managerial New joiner Pulse across Culture Admired
support to our employees in discreet and non-judgemental
development experience organisation building block Nykaa
ways. We also conduct awareness programmes on Enhance managers’ Perceive how Check the pulse Understand how Identify what makes
subjects, including financial planning, emotional well-being capabilities to connected the of the much of our Nykaa an aspirational
for the growing Gen-Z population in our organisation, and drive engagement fast-expanding organisation as values have been workplace
so on. through action team feels to one entity across adopted by our
learning projects the businesses people
Response to COVID-19 organisation
COVID-19 was a testing time for all of us. In the true
spirit of One NYKAA, our team, quickly adopted new
working arrangements and ensured business continuity.
To play our
part in limiting the impact and contributing to the agile environment, we introduced digital and
wellness of our employees, a special task team called structured learning.
We adopted the 70-20-10 principle, wherein the 10% comes from formal traditional course instruction, and another 20% from activity-based
NYKAA Cares, came together to implement social
peer learning. The remaining 70% comes from practical application, which is on the go. As part of this intervention, we introduced Nykaa
outreach and counsel employees during the pandemic
Academy, our in-house learning platform.
and it still operates today.
The team was available round the clock for our employees
and a helpline was set up for the same, which received
Nykaa Academy
3,000+ calls. Vaccination drives were conducted across With a wide array of domains from Retail to E-Commerce, Technology to Operations, Nykaa Academy provides customised learning
Mumbai, Bengaluru, Gurgaon/NCR, among other cities. experiences with recent and relevant content. It extends a platform to develop professional competencies with large set of course offerings.
We
Connecting with leadership- for continuous have democratised learning in the organisation where employees can choose courses as per their interest and not remain bound by their
domain/function. The engaging platform provides flexibility with easy-to-access features and an opportunity for cross-learning. In addition
mentorship to features of reward points and leader boards, our people get certified following the completion of their programmes.
We also have multiple touchpoints for employees to
interact with the core leadership team and conduct Listening to our employees
leadership cohort sessions on organisation building. We We have a young and energetic team, which works in step to yield profitable results from the organisational hustle passionately. While there
have townhalls both at One NYKAA level and for respective is a lot happening behind the scenes, we ensure the voice of our Nykaa Army is heard and actioned on an ongoing basis. We begin with
businesses that provides a platform for employees to their managers and encourage Skip levels to connect. We also conduct townhalls and forums like SpeakUp for employees.
connect with the leaders of the organisation. We started the
I- Lead initiative to build efficient and effective leadership We onboarded external partners to conduct a fair and transparent employee engagement survey across segments to understand how
for front-line managers, a structured training programme to employees feel about our workplace and provide their inputs on how to improve processes, strengthen relationships and augment business
build managerial effectiveness. outcomes. We also have regular touchpoints for our new joiners in the form of 3-3-3 Feedback. This is to ensure their smooth onboarding
and settling in.
Embodying our values and essence
In collaboration with our business leaders and the
Nykaa Army, we created our values in FY 2021, which
helped define what we stand for. Our values form the
bedrock of our identity, actions, and culture. Within
our fast-paced organisation journey, these values were
disseminated through communication forums,
workshops, townhalls and reward platforms. These
values were built into the
organisational DNA through processes and systems, which
is also discussed during performance evaluation.
Practicing learning through application

We offer a unique experiential learning experience to our
employees. The nature and stage of business gives them
the opportunity to learn, grow and witness the depth and
richness of domains and functions right from an early
stage of their careers. With this steep learning curve in an
We have a young and passionately. While actioned on an ongoing basis
energetic team, which there is this hustle,
works in step to yield we ensure the
profitable results from the voice of our Nykaa Learning through 70:20:10 principle
organisational hustle Army is heard and `3,259 MILLION 1,445 39%

`5.5engagement
Employee MILLION survey 1,596 4 HOURS
Spend on Number of employees Enrolment in

Spends onemployees
`5.16 MILLION
employee learning 85%
underwent
Number ofvalue session
employees Nykaa
Average Academy
learning per person
and development provided training
Spend on employee Employee

engagement survey participation
COMMUNITIES
ARE
Championing social inclusion • Deployed mobile units in smaller villages and towns Honcho Tech for Good Foundation
and empowerment
with no infrastructure to identify people who were
With this partnership, we touched the lives of
not wearing masks and educate them on its need
those in remote panchayats of West Bengal by
• Created isolation centres, considering the providing
anticipated need for the same among 400k people access to quality medical equipment and
At Nykaa, our vision is to bring inspiration and joy to people everywhere, every across India consumables. These include 200 digital thermometers
day. In addition to our mission and values, this forms the DNA of our CSR • Helped 75 + hospitals in ramping up infrastructure
and oximeters transported to the project site in
Minakhan.
agenda. Over the years we have made strong development strides with a focus on • Took the initiative to help those in home isolation
underprivileged women and children. We aim to be an ally that inspires positive where possible by ensuring access to oxygen and so Learning Curve Life Skills
on This partnership was targeted at the 16 mandals of
change in communities, which can go a long way in building a more inclusive India. Siddipet district, Telangana, from which students and
Medical equipment and consumable their families from KGBV benefitted. We distributed the
equipment and consumables to 16 schools following data
distribution collection of these students.
Ekam Foundation Note: Based on impact assessment report shared by Give India
In partnership with the foundation, we distributed

medical equipment and consumables to primary Krida Vikas Sanstha also known
healthcare centres in Tamil Nadu and Maharashtra. After
completing the first step, which was to identify
as Slum Soccer (February
government hospitals, we selected our vendors based on
their product’s quality and instructions to maintain
2022)
stringent sterilisation and packaging measures. These We made a one-time donation to Slum Soccer to
kits were then verified by field officers before foster sustainable development within the
distribution. marginalised populations of India, with an aim to
provide for the long-term beneficiaries, including
BOSCONET homeless and
slum communities.
This was aimed at supporting civil hospitals,
PHCs and CCSs with medical reinforcements in
Mizoram where BOSCONET in partnership with Dehaat Foundation
the District
Commissioner’s Office identified medical supply vendors,
(March 2022)
conducted background checks and helped deliver air Kay Beauty (Nykaa E-Retail) made donations to the
cargo shipments. Dehaat Foundation, which was used to provide
livelihood opportunities for women in Maharashtra.
programmes that help drive inclusive growth and support this mission. Specifically, we:
equitable
Through our CSR initiatives, we aim to champion Our interventions have been detailed below
authentic self-expression. The key philosophy centres
around driving empowerment and inclusion for all.
This includes the communities our business operates
Nykaa X GiveIndia
in, the underprivileged as well as society at large.
We are committed to the development of the
partnership (May 2021)
country’s entrepreneurial ecosystem and have To support the nation’s healthcare heroes who
entered into a Memorandum of Understanding with were going above and beyond to fight the
IIM-A to enhance the education and research in pandemic, we joined hands with Give India to
entrepreneurship through establishment of an provide access to essential protective devices,
Entrepreneurship Chair. N95 masks, oxygen masks and sanitisation
essentials across the country.
In the last year, we undertook several programmes
in line with our CSR strategy, to implement Our employees contributed a day’s salary to further
How we connect with them Value we create Capitals impacting them
We connect with them through collaborations with
NGOs, direct consultations, field-visits and trainings,
digital platforms, volunteering work, including e-
volunteering, reviewing programme achievements
`8.88 MILLION `4.98 MILLION
and impact.
development among relevant communities in
• Made COVID-19 prevention efforts through
CSR spend CSR unspent amount
education, upskilling and entrepreneurship.
mass communication in partnership with Lifebuoy
brand from the house of HUL Social and
Financial Capital Relationship Capital

ENVIRONMENT
ARE
Building a
climate-conscious culture
Being a new-age brand with a purpose, we regard environmental concerns
as being critical to the progress of the industry and the nation. We
strive to minimise impact of our actions and are working to create
ecology
consciousness among our people and stakeholders.
Value we create • Undertaking a pilot programme
where customers can opt to drop
Adopting sustainable packaging off empty containers of products
from in-house brands
options
• Collaborating with our brand partners, to
As a responsible firm we are aware that
send back packaging material so that it
our operations as an omnichannel retailer
can be recycled
has a by-product of waste, the
management, • Collecting waste at our warehouses to be
reduction and disposal of which we take recycled through a third-party
quite solemnly. While packaging is crucial partnership
given that we want to ensure that our
products reach consumers in a safe manner,
this generates waste, and traditionally plastic
has been the first choice of the industry. Our
objective is
Reducing waste for
to be ecologically responsible and avoid the a better today and
usage of virgin plastic while encouraging a
channel for waste management and creating tomorrow
sustainable ecosystems. We have already
Our Nykaa 10X10 initiative,
taken multiple initiatives to meet our goals:
started in July 2020, aims to start
• Eliminating the use of plastic fillers reducing the amount of plastic
previously used to fill space inside boxes used (both by volume and value)
through the usage of smaller, resized by 10% every year for the next 5
boxes and replacing plastic fillers with years.
paper fillers Over a longer horizon of ten
years, the initiative intends to
• Replacing plastic product wrappers with
involve multiple supplier-partners
paper retention boards, for some box
and look for a solution that
sizes over the last six months
completely eliminates the use of
• Using recycled paper at an overall plastic at a consolidated level.
level, which now constitutes well over
90% of material used for packing
Capitals impacting them Capitals they impact
2.92 MW 163,358 KL 1,040 TONNES

Energy consumed per day Water used Plastic waste recycled Social and
Natural Capital Relationship Capital
REGULATORS AWARDS
Fulfilling our obligations

We are subject to a host of regulations aimed at protecting the consumers’
interests and their privacy, employee well-being, among others. Our systems,
processes and policies allow us to seamlessly comply with these regulations.
How we engage
Engaging with our regulators is important for us.
We are a part of multiple trade associations and 100%
chambers, which are pertinent to our business.
We also engage with regulators through regular
regulatory meetings and interactions, policy citations
Resolution of complaints received from investors,
and disclosures about our business matters. employees and customers
Value we create
We create better value through robust compliance
and ensuring that all complaints received from
stakeholders are resolved. Being a beauty and
ZERO
wellness enterprise, our product portfolios also
contain various pharmaceutical, food and cosmetic Complaints related to child labor,
components, which drive us to take food, safety and forced labor, involuntary and sexual
all related legalities very seriously besides data
privacy, IT security, and customer protection
mandates.
harassment, discriminatory
employment and human rights Prestigious Business acclaims
• Bagged the TIME 100 Most Influential Company
Nykaa is also a member of various Trade Chambers

and Associations, which helps us strengthen our acclaims • Accorded the India Business Leader Awards (IBLA): The Disruptors
• Declared the Most Trusted Brands of India in March 2022
recognising
responsibility to our regulators as well as ensure
incorporation of best industry and finance practices ZERO • Awarded the Economic Times Best Organisations for Women in March 2022
pertaining to trade, retail, health and commerce,
our efforts
apart from other parts of our business operations.
Cases filed against the Company
Memberships of trade and chamber or regarding unfair trade practices,
Leadership recognitions
associations irresponsible advertising, and/or Falguni Nayar
FICCI - Federation of Indian Chambers of Commerce anti-competitive behavior Our efforts to build
& Industry
and sustain our EY Entrepreneur of the Year Bloomberg
IBHA - Indian Beauty Health Association of India
reputation as one of Award in 2021 Global Annual 50 list
CII - The Confederation of Indian Industry (CII) Capital impacting them India’s most loved
RAI - Retailers Association of India
brands were accredited Forbes India World’s 100 Forbes
through the industry Most Powerful Women India Roaring 50s
recognitions bestowed
Financial Capital
on us during the
year. Business Management Express AWE 2022 -
Association Management Express Awards for Women
Achiever of the Year (Female) Entrepreneurs
Ms. Adwaita and Mr. Anchit Nayar

1 2 3
Social and 74 | FSN VENTURES
LIMITED Fortune India 40 Under 40 in March
Relationship E- Intellectual Capital Digital Capital
Capital COMMER 2022
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FMSANNEA-
GCEOMMEMNETRDCIESCVUESNSTIUORNEAS WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
NLIDMAITNEADLYSIS ARE
Management Discussion current account balance and fiscal deficit, while being
mindful of subsequent COVID-19 outbreaks.
and Analysis A1.1 Internet economy

COVID-19 resulted in a boost to the internet economy
as intermediaries across the value chain (including
consumers, suppliers, wholesalers/distributors) came to
appreciate the importance of convenience, efficiencies
A. Economic and Industry Overview and safety derived from internet-enabled solutions.
While India’s digital journey has been remarkable,
A1. Indian Economy there is significant headroom for growth - expected to
be bolstered by the availability of internet access as
well as
As per National Statistical Office, India’s real GDP is the GDP in FY 2022-23, highest in nearly two the impetus provided by the Government of India towards
expected to grow by 8.7%1 in FY 2022, surpassing the decades. Private corporate investment is also digital inclusion.
output of the most recent pre-pandemic year of 2020. expected to rise with improvement in demand, leading India will continue to grow across the digital use-case
Even though the speed of recovery was hindered by the to increased manufacturing sector capacity utilisation funnel, as there is substantial scope for growth at each
severe second wave at the start of the year, it picked and rollout of the Production-Linked Incentive level. Additional enrichment like the affordability of
up momentum as the infection curve started to flatten Scheme. internet, continuous improvement in telecommunications
and restrictions were lifted in a phased manner. During
The RBI expects real GDP to grow by 7.2%1 in FY 2023, infrastructure, increased adoption from Tier 2+ cities,
January 2022 and the third wave, India was
however remains conscious that the outlook could rising popularity of social media, competitively priced
significantly better prepared to deal with the outcome
potentially be impacted given sustained inflation online offerings, growing trust and adoption of online
vis-a-vis previous waves.
pressures in the next few quarters (including the impact payment platforms all contribute to developing this
Leading with the highest growth rate amongst large of Russia - Ukraine conflict), quicker tightening of further.
economies, the Indian economy observed a strong financial conditions with RBI’s rate hikes, high oil prices As per a RedSeer Report, internet users in India were
recovery that was driven by favourable monetary & impacting estimated at around 660-690 million in 2020. This is
fiscal policy, mass vaccinations, and significant progress
expected to reach 970-1,000 million by 2025. This report
on structural reforms. This year was also characterized
1 also highlights how online shoppers in India are expected
by strong growth momentum in exports and RBI Bulletin June 2022
to more than double from 150-180 million in 2020 to 350-
improvement in credit uptake driven by agricultural and
400 million in 2025.
industrial sectors.
Outlook
The Indian economy is expected to benefit from
recovery in consumption propelled by increasing
normalisation
of activity, higher rural income, continued emphasis
on infrastructure spending by the government, and
an
incremental boost from pent-up household savings. The
Government’s CAPEX is budgeted to grow to 2.9% of
7.2%
Expected GDP growth rate for FY 2023
FMSANNEA-
A2. Indian Retail Industry Global Beauty Sales Trend

Accounting for 51% of the Private Final Consumption
Expenditure, India’s retail market was sized at ₹55
trillion in 2020, reflecting a CAGR of 5% over the last 4
6% p.a. $622bn
years. -2% p.a. $595bn
This growth was driven by the following factors: rising $560bn
$538bn $518bn
income levels, upgradation in consumer behaviour, surge 25
28
in demand from Tier 3, Tier 4 cities and rural markets, 11 23

$458bn
21
increased youth spending, improvement in infrastructure 8
5 4
19 5
and the entry of new Indian and global brands across 5
17 15 14
product categories. India’s retail sector was impacted 5 16
17
by the first wave of COVID-19 in 2020, where both the 18
supply and demand of most consumer goods adversely 28 25 23

26
affected. Even post lockdown being lifted, consumers 28
31
A2.1.1 India Online Beauty and Personal
were apprehensive about stepping out of their homes. 4 4
4
4 7
This led to a 14% decline in the retail market size in 10
4
4
9
8 8 Care Market
2020. Yet, the impact of the second wave in 2021 was 9
12
12
16 12 The Online Beauty and Personal Care Market in India
13
relatively limited due to the localised nature of lockdowns 12
7 5 7 8 grew at a promising 60% CAGR between 2016 and 2020,
2 3
and gradual easing of supply chain disruptions. Therefore 2019 2020 2021E 2022E 2023E 2024E reaching ₹91 billion in 2020, representing 8-10% of the
as the pandemic eases out, the retail market is expected
E-commerce Indian Beauty and Personal Care Market. The sector is
to bounce back in the coming years and grow at a CAGR
Department stores expected to grow at 35%+ CAGR over the next 5 years.
of 11% to reach ~₹91 trillion by 2025.
Drugstores/pharmacies Key drivers of growth here include increasing online
Grocery retailers shopping penetration in Tier-2+ cities, sustained
Mass & club investments in growth of the sector, rising affinity for
Other branded products, wide assortment, increasing need
India Retail Market and Growth (` in trillion)
Speciality for convenient shopping experiences, rising adoption
of e-commerce by Gen-Zs and millennials, and higher
Travel retail
11%* consumer trust on products bought online. There is

91 Source: State of Fashion 2022 by McKinsey & Company substantial headroom for greater penetration in India,
A 2.1 Global Beauty and Personal Care (BPC) Market
in the context of online penetration of more
As observed in other industries, the pandemic had a developed markets such as the United States (20-
‘V’ shaped impact on the global beauty market. The India Beauty and Personal Care
25%) and China (35-40%) in 2020.
5%*
future appears optimistic with growth expected Market and Growth (` in billions)
55
across various product categories. Key trends to look Online BPC retail platforms are effectively resolving
46
out for in the industry is an increasing demand for challenges faced by consumers 16 and brands
80 with the
90 help
‘clean beauty’ products as well as purpose-led of superior application of technology, efficient supply
brands, drawing a higher focus on ingredients, chain and quality control, access to a wider selection
sourcing, environmental consciousness, diversity, and authentic products and brands (including niche
equity and inclusion. Another trend that will drive this luxury brands), original content with advice from
future growth is rising experts, door-step deliveries, and wider geographic
e-commerce sales, which will be the fastest-growing reach in a fragmented category.
2016 2020 2025P
*CAGR channel for beauty sales over the next couple of years.
The Beauty and Personal Care Market in India was sized Online Beauty and
at ₹1,267 billion in 2019, after having grown at a CAGR Personal Care (% Penetration)
of
13% over the last 3 years. It shrank to ₹1,120 billion in
2020 due to reduced spending during the first COVID-19
wave. This is now projected to grow at a CAGR of 12% to
reach
₹1,981 billion in 2025, primarily because of increasing 12%* 1,981 35-40%
urbanisation, a young population and other
I91 trillion
demographic and socio-economic factors.
7%*
Retail opportunity by 2025 20-25%
1,120
868
8%
India China United

States
*CAGR Overall BPC Market Size in 2020 ($ billion)

FMSANNEA-
A2.1.2 Opportunity Emergence of a Sizable Prestige BPC Segment A2.2. Fashion Market India Fashion Market and
Growth in BPC Spend by Youth In recent years, aided by increased disposable income, According to the State of Fashion 2022 report released Growth (` in billion)
Consumers in the 25-35 years age group are the most rise in aspirational BPC buying and improved access, by McKinsey & Company, global fashion sales will
active BPC buyers, yet the buying behaviour of these there has been greater proliferation of prestige brands. reach 96-101% of 2019 levels in 2021, further rising
consumers is different compared to traditional Indian The prestige segment grew at a much faster rate than to 103- 108% in 2022. Whilst overall sales are expected 18%* 8,702
shoppers. They are more inclined to have a relatively the mass segment and overall BPC market. The premium to make a recovery, performance is uneven across
12%*
sophisticated make-up and skincare regime where their BPC segment comprises 4.2% of the total segment in geographies. The global fashion market is projected to
purchase decisions tend to be influenced by trends. India and premiumisation opportunities are multiplying at benefit from global macroeconomic trends and positive
This segment is also open to experimenting with newer a higher pace. Globally, this segment is as high as 20- customer sentiment. Pent-up buying power especially 5,838
product categories. 40%. in countries with high vaccination rates and savings (35%)*
indicate favourable market conditions for 2022. 4,186 3,794
Consumers between the 18-24 years age group are Rise in Popularity of Online Content-led Discovery Sustainable products and operations will be the key
a digitally native generation that engages through
Online content has become one of the primary levers challenge and opportunity moving forward. While the
social media to discover, adopt and socialize
of BPC purchase decisions, which effectively facilitates move to digital presents another big opportunity for
brands and behaviours.
discovery and understanding of BPC products and the fashion industry, supply chain and logistic issues
brands. This has given a significant push to the market continue to weigh heavily.
Increasing BPC Spend from Non-Metro Cities
as Gen-Z and millennial consumers (which are the 2016 2019 2020 2025P
There has been an increase in aspirational spending *CAGR
most
active BPC buyers) continue to remain active consumers Complementary to global indicators, the Indian fashion
of online content on social media platforms. The live
on BPC products in non-metro cities enabled by e-commerce market, which comprises influencers, market is expected to be driven by a young population A2.2.1 India Online Fashion Market
rising disposable income, increasing female workforce merchants and key opinion leaders selling directly to with increasing disposable income. The Fashion
participation, growing popularity and influence of social consumers on the platform via video live streaming, is The online fashion retail sector size was at ₹450 billion in
Market grew at a 12% CAGR over three years to reach
media, and evolving lifestyle choices. BPC spending from likely to become an important facilitator of discovery in 2020 (based on checkout GMV), growing at 25% CAGR
₹5,838 billion in 2019. It declined by 35% in 2020
Tier-2+ cities is projected to grow faster than metro the BPC category. over the past 4 years. This led to online penetration
during
cities. Tier-1 cities, with their large population base, growing 3x in 4 years to 12% in 2020, with relatively
the first COVID-19 wave - driven by the reduction in
driven by an increase in their per capita BPC spend. Growth of Men’s Segment higher penetration in the footwear and accessories
discretionary spending and disruption in supply chain
Traditionally, BPC spending by men has been categories compared to apparel. The sector is expected to
due to the first lockdown. The Fashion market in India
Rise in Spend on Specialised BPC Categories significantly lower than that of women. However, in grow at 36% CAGR over the next 5 years.
is projected to recover strongly and grow at 18%
Some specialised BPC categories like deep skin and recent years, men have become more aware of CAGR over the next five years to reach ₹8,702 billion The rapid growth was led by the growing online
derma care, fragrances, nutraceuticals, men’s grooming, appearance and conscious of hygiene. This has led to by 2025. Apparel is projected to continue driving shopper base in Tier-2+ cities, digital maturity of
sexual wellness and hygiene have found their way into the grooming category for men expanding beyond ~73% of the market in 2025. Gen-Z and millennial consumers, willingness to trade
consumers’ repertoire, steered by a cultural shift in shaving to extend to beardcare, up
metro and Tier-1 cities. shower gels, face wash, fragrances, and body lotions. Over for personalised experience, impact of social media
the last few years a number of brands focused on men influencers to enable effective product discovery,
have entered the market. Influencers normalising the use strong emergence of digital-first brands, adoption
of these products have also played a key role in driving of e-commerce by premium and designer brands,
adoption of these different products and categories. increased assortment available across sub-categories
and convenience of online shopping along with hassle-
free returns.
FMSANNEA-
B. Business Review Offline: As of March 31, 2022 our offline channel

comprises 105 physical stores across 49 cities in India
B1.1 Overview over three different store formats. Our physical stores
offer a select offering of products as well as a seamless
We are a digitally native, consumer technology platform,
experience across the physical and digital worlds.
delivering a content-led, lifestyle retail experience to
consumers. Since our incorporation in 2012, we have Our lifestyle portfolio spans beauty, personal care and
invested both capital and creative energy towards fashion products. We believe that consumers have
designing a differentiated journey of brand discovery for different journeys for different lifestyle needs, and this
our consumers. We have a diverse portfolio of beauty, has led us to build vertical-specific mobile applications,
personal care and fashion products, including our owned websites and physical stores. These independent
brand products manufactured by us. As a result, we channels allow us to tailor our content and curation
have established ourselves not only as a lifestyle retail optimally for the convenience of consumers and to cater
platform, but also as a popular consumer brand. We to the different consumer journeys that exist in these
offer consumers an omnichannel experience with an business verticals:
endeavour to cater to diverse consumer preferences Nykaa: Beauty and personal care
and conveniences:
Nykaa Fashion: Apparel and accessories
Online: Our online channels include mobile Nykaa Others: EB2B and Nykaa Man and other growth
applications, websites and mobile sites. As of March 31, verticals
2022, we had cumulative downloads of 72.5 million
In addition to leveraging our strengths in comprehensive
(47.3 million in BPC and 25.2 million in Fashion
merchandising, brand relationships and delivery
verticals) across mobile applications and during FY
experience, we focus on educating consumers via
2022, 88.9% of our online GMV came through our
digital content, digital communities and tech-product
mobile applications.
innovations, which is an integral component of our
business model.
TV Campaigns Tech Implementation Content Platform
Integration of 13 million+
L’oreal’s Virtual Social Media Follows
Tool as on March 31, 2022
A2.2.2 Opportunity Growth of Men’s and Kids’ Segments The Virtual try on
Growth in Fashion Spend by Youth The men’s segment, although slightly smaller, has
feature is available
for Maybeline New
York, L’Oreal
Consumers in the 20-35 years age group are the most grown at a faster pace than the women segment. The Paries, NYX
Professional Makeup
active fashion buyers, who aspire to express their growth on Nykaa app
individuality through fashion choices. These consumers is largely due to the rise in assertive male spenders with
possess decent paying capacity, high awareness of latest high disposable incomes and the need to look and feel
trends and strong digital maturity. good. Besides, the kids’ segment has grown rapidly Al Powered Virtual
Try On Tool (VTO)
between 2016 and 2020, given the consistent demand
Increasing Spend on Fashion from Tier-2+ Cities for clothes and footwear for growing kids. Enabled live
steaming of
5,403
Demand from Tier 2+ cities has grown rapidly over the shoppable
Influences as on
past few years, propelled by consumers shifting from Emergence of Occasion-Centric Demand content on the
Nykaa app March 31, 2022
- an interactive,
unbranded products to value-branded products and Though casual fashion in India is largely led by western entertaining garnified
availability of value-focused brands and retail stores to wear owing to its comfort and easy availability, occasion- shopping format ~23 million
to drive education,
centric fashion is seeing a considerable rise in demand, Explore (Watch & Buy)
serve this demand. Spend on fashion from Tier-2+ cities awareness,
engagement on post views in FY 2022
is projected to grow faster than the market. wherein both western and ethnic wear are used widely. the app
In western wear, shirts and trousers or skirts for formal/
Rising Influence of social media corporate occasions, business suits for interviews/events,
Consumers tend to get influenced by the latest trends in tuxedos and gowns for parties and designer suits for
apparel, footwear and accessories through their network weddings, have become ongoing fashion trends and are
on social media platforms. This not only educates them seeing high demand. On the ethnic wear side, there is a
on the latest trends in the market, but also pushes them growing fondness and respect for the category, especially
to aspire for newer products and brands to stay updated during the wedding and festive seasons.
in their social circle. This eventually translates into
increasing spend on fashion products.

FMSANNEA-
B1.2 Beauty and Personal Care As of March 31, 2022, Nykaa Fashion housed 1,553
Our beauty and personal care offering are brands and over 4.3 million SKUs with fashion products
extensive with 2,96,122 SKUs from 3,118 across five consumer divisions: women, men, kids, tech
global and domestic brands primarily across and home. Within these divisions, we merchandise across
make-up, skincare, haircare, bath and body, several categories, including western wear, Indian wear,
fragrance, grooming appliances, personal lingerie, footwear, bags, jewellery, accessories,
care, and health and wellness categories as of athleisure, tech accessories, home decor, bath, bed and
March 31, 2022. kitchen to cater to diverse consumer journeys across our
platform. We offer a mix of brands across established
Having invested in omnichannel distribution,
national brands, international brands, luxury brands, and
digital marketing, technology and logistic
emerging labels and designers.
capabilities has enabled us to provide a wide
range of services to our brand partners, While we offer a wide range of products, we place
thereby enabling long-term and mutually strong emphasis on curation. We identify fashion-
beneficial relationships. For online- first forward brands, vetting for style and quality, and
brands, we provide them with the ability further selecting styles within these brands to offer on
to rapidly scale by leveraging our online our platforms. We also place importance on selling full-
platform; for prestige brands, we help them and Nykaa Kiosks and are developed to cater to a specific
price products, reducing reliance on discounting, and
grow through our omnichannel distribution; consumer demographic and need of the local market.
selling latest season’s designs. Additionally we use
and for traditional FMCG and CPG brands, we We manage our BPC business predominantly through an inventory digital content, personalised mobile application
provide them with the ability to acquire and led model. This approach allows us to source directly from brands experiences and proprietary recommendation
retain millennial and Gen-Z consumers as they or their authorised distributors in the country thereby guaranteeing algorithms, to build differentiated, style-driven,
stay relevant to changing consumer trends. authenticity of products sold to consumers, important in driving discovery-led experiences
As a result, a host of renowned domestic consumer trust and thereby adoption. Having an inventory-led for consumers. Nykaa Fashion has seven owned brands,
and international brands chose us as their model also allows us to ensure availability and timely delivery. which are available on our online channel, one physical
launch platform in the Indian market. store, and third-party retailers for many brands.
In addition to being a multi brand speciality beauty retailer, we
Despite being a consumer technology manufacture and distribute our own branded beauty and personal B1.3 Fashion Nykaa Fashion has different operating models such as
platform, we recognised the importance of care products through third- party manufacturers contracted by We launched Nykaa Fashion in 2018, as a lifestyle sale or return (SOR), marketplace and just-in-time
having a sizeable offline network of owned us. We have entered into agreements with several manufacturers platform to inspire consumers to make fashion and (JIT) inventory model. Such model lends capital
and operated retail stores. We opened our in India, for the manufacture of such products, which are sold lifestyle choices that best suit them. We have a wide efficiency for the fashion business where trends
first speciality retail store in 2014, and have under our owned brands such as ‘Nykaa Cosmetics’, ‘Nykaa assortment of offerings, at varied price points to cater change quickly or frequently. We have made
as of March 31, 2022, 105 physical stores Naturals’ to women, men and children across diverse investments in technology,
across 49 cities. Our physical stores currently and ‘Kay Beauty’. Our owned brands have their own “Go to Market demographics. people and processes to support and scale these models.
exist in three formats, Nykaa Luxe, Nykaa On Strategy “ and are available on our online and offline channels, as
Trend well as third-party retailers.
B1.3.1 Achievements of FY 2021-22– Fashion
B1.2.1 Achievements of FY 2021-22 – BPC Business performance
Business performance Particulars FY 2021-22 FY 2020-21 % increase
Monthly Average Unique Visitors (in million) 15.30 5.77 166%
% increase/
Particulars FY 2021-22 FY 2020-21 Annual Unique Transacting Customers (in million) 1.82 0.65 182%
(decrease)
Orders (in million) 5.19 2.36 120%
Monthly Average Unique Visitors (in million) 20.78 13.52 54%
AOV (₹) 3,420 2,739 25%
Annual Unique Transacting Customers (in million) 8.43 5.65 49%
GMV (in ₹ million) 17,516 6,530 168%
Orders (in million) 26.96 17.09 58%
In FY 2021-22, 5.19 million orders were placed for fashion products with a total GMV of ₹17,516 million, 168% increase from FY 2020-21.
AOV (₹) 1,864 1,963 (5%)
GMV (in ₹ million) 49,987 33,542 49%
In FY 2022, 26.96 million orders were placed on our platform for beauty and personal care products with a total GMV of
₹49,987 million, a 49% increase over FY 2021.

FMSANNEA-
B.1.4 Others Existing vs New(1) Customers (GMV Share - BPC) Content-First Approach to Retailing
Others in FY 2021-22 includes new businesses like Nykaa
In BPC and Fashion businesses, consumers often
Man, eB2B platform ‘SuperStore by Nykaa’, International
require assistance to navigate a fragmented and wide
and new brand acquisitions. Of the total GMV of ₹69,332
30% 27% assortment. We believe that purchase decisions can be
million, others contributed 2.6% i.e., ₹1,829 million, 45% 34%
simplified in lifestyle commerce through inspirational and
seeing an increase of 371% from FY 2020-21 where
educational transmedia content.
GMV was ₹389 million. Others in FY 2020-21 included
Nykaa Man only. 70% 73%
As per RedSeer Report, we were one of the first online
55% 66% retail platforms in India to drive widespread product
Nykaa strengthened its partnership with ELCA Cosmetics
and influencer-led education through creative and
Private Limited with the launch of Aveda X Nykaa unisex
entertaining content across video and written formats.
salons in India, starting from Bengaluru in April 2022, FY2019 FY2020 FY2021 FY2022
Our content captures the latest trends, helps ideate
offering advanced, international, high performance and Existing New and create beauty regimes and outfits and provides
100% vegan premium hair services to Indian consumers.
insights
on various brands available on our platform. We also work
B1.5 Value Proposition closely with our brand relationships to create content that
Our business was built iteratively while innovating for Existing vs New(1) Customers (GMV Share - Fashion) amplifies their brand story and subsequently, their sales.
consumer satisfaction as well as optimising for purchase We create and film most of our content in-house through
behaviour. We believe that the consumer journey for we target consumers and design personalised browsing the Nykaa Army, a team of employees who are beauty and
product selection often involves a significant amount of and purchase experiences to meet the diverse needs of fashion content creators. Being mindful of India’s diversity,
time spent exploring. We endeavour to understand the our consumers. we create content across eight languages.
74%
process of decision-making and provide for the critical 91%
100% We leverage influencers through our Nykaa Affiliate
moments across different stages of a consumer’s journey Our business model is rooted in our value proposition,
separating us from the otherwise predominantly Program, which enables external content creators to
on our platform. Through integrations across
transactional e-commerce industry. publish content on our behalf, across several digital
touchpoints, 26%
9% platforms. As of March 31, 2022, we had a network
FY2020 FY2021 FY2022 of 5,403 influencers. Over the years, we developed a
Our Value Proposition Existing New
community of bloggers and content creators who, in
most cases, receive a commission for the sales they drive
on our platform. As a result of our brand equity and our
(1)
New Customer GMV refers to MRP value of all orders
track record of building digital communities, we can
Commitment placed during the same year by the customer acquired in
to Authenticity that financial year attract influencers.
In FY 2021-22, Nykaa TV, our YouTube based content

platform, had a watch time of 6.6 million hours, and
Through Nykaa Prive, our consumer loyalty programme content posted on Instagram and Facebook (including
Content-first videos, reels, posts and stories) was at 31,968 posts.
Consumer for the BPC vertical, members enjoy exclusive offers and
Approach to
Service and A brief description of some of our content assets is
Retailing discounts, complimentary gifts, free shipping and access
Fulfilment
to exclusive members-only content. The Prive members provided below:
also enjoy priority access to our consumer service team.
Nykaa TV: A YouTube based platform aimed at creating
Consumer Our consumers can earn Nykaa reward points by signing
educational content with immersive storytelling across
Centricity Deep, Symboiotic up, shopping, writing reviews and answers and referring
beauty and personal care. Nykaa TV is one of the India’s
Omni-channel Relationship with new consumers to our platform. These rewards points
Approach Brands leading channels exclusively focused on beauty with over
can be redeemed to make purchases on our platform.
1.2 million YouTube subscribers as of March 31, 2022.
Diverse
Commitment to authenticity Nykaa Network: A peer-to-peer social community, which
Portfolio of
is an interactive beauty forum that has reached a scale of
Comprehensive Assortment We have developed systems and processes to ensure
Owned Brands 4.4 million members as of March 31, 2022. Here members
and Focus on that the products sold on our platform are authentic and
Curation and can chat with other beauty enthusiasts, ask and answer
build trust among our consumers and brands. For our
Merchandising
beauty and personal care offering, our business is
predominantly inventory led. This approach ensures
sourcing directly from brands or their authorised
website and mobile application for beauty and personal distributors in India.
We evaluate the effectiveness of our value proposition
care as well as the fashion verticals. Our new consumers, It allows us to guarantee authenticity of products, an
by tracking, among others, GMV from existing
identified by their email-id or mobile number, are those important consideration for consumers of such products.
consumers. We have observed a high level of loyalty for
who placed their first order on our websites or mobile We also conduct quality checks at our warehouses
our platform among consumers.
applications during the year under review. Our existing periodically on our beauty and personal care products.
The following charts depict the contribution to GMV from consumers are those who placed at least one order in any For our fashion offering, we ensure that the sellers we
new and existing consumers by financial years, on our prior financial year on our websites or mobile applications. onboard are authorised resellers only. We developed
systems to monitor and address consumer complaints
in a bid to strengthen our ongoing commitment
to authenticity.
FMSANNEA-
Herbal Essences, Innisfree, Lakme, Laneige, L’Oréal Paris, Gajra Gang offers several product categories, including collections that fit our demand profile and at the same
L’Oréal Professional, Maybelline New York, Mcaffeine, kurta sets, ethnic dresses, saree, tops and accessories. time churn out products that are losing relevance. We
Neutrogena, Olay, Plum, Pond’s, and TRESemmé. Our have a team of curators who work closely with our brand
Fashion portfolio includes several brands such as Adisee, IYKYK relationships to offer our consumers latest lifestyle
Echke, Triumph, Enamor, Payal Singhal, Vitamins, etc. Launched in February 2022, IYKYK ‘If you know you trends.
Our experience and in-depth understanding of the know’ is a trend-forward bags and footwear brand from Our platform was designed to drive discovery and
assortment of products, supported by consumer insights the Pipa Bella team designed for younger consumers. inspiration for consumers. Leveraging information across
allows us to forecast trends, and tailor brand specific On April 22, 2022, Nykaa announced strategic multiple parameters and consumer activity on our
marketing and commercial strategies. We leverage partnerships with three early stage D2C brands to platform along with details of attributes against every
our marketing channels to educate and influence our shape the homegrown beauty, fashion and wellness product, we can show consumers personalised content
consumers. With the help of social media influencers, we landscape. and products across their shopping journey. Leveraging
have been able to drive effective marketing of brands on data science, we developed robust personalisation
our platform. Earth Rhythm engines and customised product features, such as
landing pages, homepages, search and sort algorithms
BPC: We have 3,000+ brand partners and 22 global We partnered with homegrown science-focused beauty
and recommendation engines to power the discovery
brands which were introduced in India by Nykaa and brand, launched in 2015, through a minority stake.
experience. We also iterate continuously to enhance
several more through distributors/retailers.
our user interface to enable a quality experience for
Fashion: We have 1,500+ brand partners and multiple
Kica each consumer.
curated style offerings like Hidden Gems for niche market By acquiring Kica, we have expanded our activewear
beauty-related questions, give and seek advice, discover We are investing in Nykaa Pro, a membership-based
modern Indian design. portfolio which already houses under our owned brand,
trends and join beauty-centric conversations on topics programme for beauty professionals and makeup artists,
Nykd All Day to connect with the community of athletes
of their interest. providing them access to products, offers and classes,
Diverse Portfolio of Owned Brands and everyday fitness enthusiasts.
including, educational content.
Nykaa Beauty Book and Style Files: Our beauty
We have crafted a portfolio of 15 owned brands, which
and fashion blogs with 1,101 articles published play a key role in increasing the assortment of products
Nudge Wellness Private Limited In FY 2021-22, we launched The Nykaa Cross Border
during FY 2021-22. We partnered with homegrown, D2C brand incubator, Store (formerly Nykaa Global Store), an online channel
for our consumers. Many of our owned brands have a
high recall and function as independent brands. The Onesto Labs, to create a new category of nutraceuticals that enables Indian consumers to buy select beauty and
Explore: Our in-app content aggregation hub, launched
manufacturing for such brands is carried out by third- and wellness products under Nudge Wellness Private personal care products of several prominent foreign
in 2020. It is a ‘watch and buy’ feature that enables a
party vendors. Limited and unlock a new, high-potential category of brands from accredited overseas retailers. Additionally,
consumer to watch content and shop for the products
edible beauty in India.. Nykaa Fashion launched The Global Store by bringing the
featured in that content in real time. Such content is
In addition to our existing portfolio of owned brands best of international brands directly to Indian consumers.
uploaded to the mobile application on Explore by our
such as Nykaa Cosmetics, Nykaa Naturals, Kay Beauty, Comprehensive Assortment and Focus on Curation
influencers and from social media channels. Its discovery
algorithms are responsive to consumer preference
Twenty Dresses, RSVP, among others, we introduced five and Merchandising Omnichannel Approach
additional owned brands recently as stated below:
based on their search and engagement behaviour on We seek to strike a balance between the breadth and BPC consumers prefer to shop across online channels and
our platform. This allows us to tailor our vast content relevance of the assortment of offerings on our physical stores. Many of the products we sell often
Dot & Key
library to appeal to our specific consumers. The content platform. We believe in the power of choice and work require a ‘touch and feel’ experience to arrive at a
is predominately multi-brand and education focused, Acquired in September 2021, Dot & Key is a new- towards building product offerings that cater to our purchase decision, especially certain higher value and/or
including tutorials, reviews and product trials. During the age brand focused on providing solutions to skincare consumer’s specific needs and evolving tastes. Our complex categories, such as fragrances and make-up.
year ended March 31, 2022, Explore received 12.7 problems and offers premium skincare products across beauty & fashion product portfolio spanned 4,500+ Our physical stores cater to the modern-day Indian
million visits and 23.5 million post views. serums, toners, cleansers and face masks. brands and ~4.6 million SKUs as of March 31, 2022, consumer, by integrating the offline-online experience
developed to cater to the varying needs of our diverse seamlessly.
Live commerce: An interactive, entertaining and Nykaa SkinRx consumer base. As part of our merchandising and
gamified shopping format as part of which special We also have one of the largest physical retail footprints
Science-based skincare brand with clean formulations curation strategy, we focus
deals were unveiled, valid exclusively during the among the multi-brand Specialty Beauty and Personal
and effective ingredients launched in August 2021. It on market fit for products offered, ongoing demand
livestreaming session. Care platforms operating across value, prestige and
provides a range of gender-neutral serums, with clinically and consumer trends. We strive to bring in the
luxury categories, with a dominant share in the luxury
In FY 2021-22, visitors to our beauty and personal care proven ingredients in essential concentrations addressing product
segment in India, as of March 31, 2022.
and fashion websites and mobile applications spent over some of the most common concerns for Indian skin, the
a total of 119.9 million hours, on our channels. brand taps into proven scientific research to offer gentle, Nykaa Luxe store format offers a luxury beauty
dermatologically tested formulations. experience, which showcases prestige and luxury
Deep, Symbiotic Relationship with Brands international and domestic brands.
We value our brand relationships and have a team Pipa Bella Nykaa On-Trend stores offer a differentiated experience
of brand managers who work closely with brands to Pipa Bella is a brand for contemporary and for our consumers with the current best-selling products
strategise and execute growth and brand building personalised fashion jewellery. Pipa Bella was acquired chosen across beauty and personal care brands.
strategies. Our beauty and personal care portfolio in March 2021 and offers on-trend aesthetic jewellery
at accessible prices. Nykaa Kiosks are free-standing units usually in the
includes leading luxury and prestige brands such as
atriums of shopping malls where we predominantly sell
Armani Beauty, Aveda, Benefit Cosmetics, Charlotte
Gajra Gang our owned brands.
Tilbury, Clinique, Estee Lauder, Huda Beauty, Kama
Ayurveda, Kiehl’s, M.A.C, Morphe, Pixi, Smashbox, Launched in August 2021, Gajra Gang aims to build a In FY 2021-22, we launched some of our owned brands
Tom Ford, Tony Moly, Too Faced, and other renowned niche between trendy fast fashion and luxury, Indian such as Kay Beauty in 28 General Trade/Modern Trade
domestic and international brands such as Biotique, wear. (GT/MT) stores and Nykd in 173 GT/MT stores.
FMSANNEA-
Super Store by Nykaa

C. Financial Review
Revenue from operations comprise of sale of products, services, (primarily marketing support revenue and income
from marketplace services) and other operating revenue. Product categories include ‘Beauty and Personal Care’ (BPC)
and ‘Fashion and Lifestyle’ businesses. Growth in Beauty business accelerated in a relatively normalised COVID-19
environment, with strong revival in the cosmetics category. Fashion, while still an early-stage business in the Nykaa
Distributor Wholeseller ecosystem, now contributes to nearly 25% of the consolidated GMV.
Brand/ Summary of Consolidated Financial Performance for the Year Ended March 31, 2022
Manufacturer Retailer
Focus on
SUPER STORE BYNYKA
Focus on
Consolidated Balance Sheet (` in million)
% increase/
Particulars FY 2021-22 FY 2020-21
Beauty and A Underserved Retails (decrease)
Personal Care & (beyond Kirana) Assets
Wellness categories Property, plant and Equipment, right of use assets, other 4,603 2,330 98%
intangible assets, intangible assets under development
and capital work in progress
Goodwill 475 5 9,290%
Investments - 13 (100%)
In October 2021, we launched our Super Store App, an Other financial assets 5,598 736 660%
Our consumer service team also addresses post-
online channel with a separate mobile application for Deferred tax assets (net) 1,152 780 48%
order related consumer service queries. We leverage
standalone local retailers in India to offer them select Non-current tax assets 139 86 62%
technology to optimise and automate the interactions
BPC products to offer to their consumers. The investment Inventories 8,756 4,981 76%
where relevant. Of our chat queries, 67% are being
in Super Store, allowed us to connect with retailers Trade receivables 945 766 23%
answered by chatbots as of March 31, 2022, thereby
across India, and will enable us to create multiple
reducing load on our consumer service team, and Cash and cash equivalents 2,670 2,477 8%
touchpoints.
allowing them to focus on more complex queries. Other assets 2,122 845 151%
As of March 31, 2022, we had connected with 18,806
Total Assets 26,460 13,019 103%
transacting retailers across 302 cities in India. Super
B1.6 Fulfilment and Operational Excellence Equity and Liabilities
Store is a democratised distribution channel powered by
advisory & advocacy with following objectives: As of March 31, 2022, we served 27,800 pin codes, Equity attributable to equity holders 13,399 4,899 174%
covering 98.2% of the serviceable pin codes across the
Non-controlling interests 56 8 573%
a) All-in-One Store: top brands, international country. We have 23 warehouses, with a storage space of
bestsellers and new online products are all in Total Equity 13,455 4,907 174%
8.2 lakh sq. ft. Orders are monitored and tracked closely
one place for local retailers Liabilities
to ensure timely dispatch. We have an allocation engine,
which helps fulfill orders by utilising inventory efficiently Borrowings 3,330 1,875 78%
b) Super Service: enabling 24 hour doorstep delivery,
across our warehouses. We drive matching of order to Lease liabilities 2,596 1,452 79%
safe credit facility and quick returns
regional fulfillment centre, which optimises shipment Trade payables 3,621 3,162 14%
c) Super Flexibility: retailer chooses what to buy, costs and inventory management. For fashion products Provisions 167 182 (8%)
how much to buy and when to buy sold through the marketplace platform, we integrated our Other financial liabilities 2,889 850 240%
supply chain with the warehouses of several sellers.
d) Super Earnings: retailer has access to popular Contract Liabilities 160 169 (5%)
products in the locality We manage four models – inventory, sale or return Current Tax Liabilities 22 247 (91%)
(SOR), marketplace and just-in-time inventory models. Other Current Liabilities 220 175 26%
Customer Service and Fulfilment We have made investments in technology, people and Total Liabilities 13,005 8,112 60%
We understand the importance of assisted buying processes to support and scale these models. Our Total Equity and Liabilities 26,460 13,019 103%
to drive awareness and make sales. As of March 31, flexibility to operate each model is a core strength as we
2022, our 479 beauty advisors at our 105 physical believe that brands and products require a customised
stores and 24 virtual beauty and personal care approach to selling. For our inventory and SOR models,
advisors were our investment in technology is geared to enable Assets iii) Increase in property, plant and equipment, right of
available to answer questions and offer recommendations fungible inventory across online and offline channels, Total assets increased by 103% to ₹26,460 million for use assets, other intangible assets and tangible
to queries online. Online, our consumers can connect allowing for efficient inventory management. assets and capital work in progress under development
FY 2021-22 from ₹13,019 million for the FY 2020-21,
one-to-one with our beauty advisors in real time by 98% to ₹4,603 million on account of opening of
Our luxury orders are packed and tracked separately with the greater part of which is due to i) Increase in fixed
through chat, thereby virtually replicating the in-store, new stores and warehouses expansions iv) Increase
consistent communication with the brands and sellers deposits (other financial assets) by 100% to ₹4,375
interactive experience. in goodwill on account of PPA accounting for Dot &
to deliver shipments to consumers in an efficient and million, ii)
Key acquisition by
seamless manner. Increase in inventories by 76% to ₹8,756 million due
₹470 million v) Increase in other assets on account
to regional fulfilment strategy and higher sourcing to
of balances with government authorities and
mitigate supply chain instability due to global disruptions
advances increased by 324% to ₹1,304 million.
FMSANNEA-
Equity
Liabilities Key Financial Ratios
Total equity increased by 174% to ₹13,455 million for
Total liabilities increased by 60% to ₹13,005 million for The following table shows a summary of specific key financial ratios:
the FY 2021-22 from ₹4,907 million for the FY 2020-
the FY 2021-22 from ₹8,112 million for the FY 2020-21
21, due to Initial Public Offer raised on 10th November
greater part of which is due to i) Recognition of liability
2021 amounting to ₹6,300 million (fresh issue), of
on account of put option available with NCI holders of Key ffinancial ratios Units FY 2021-22 FY 2020-21 Y-o-Y change
which equity attributable to shareholders increased by
₹1,222 million classified under other financial liabilities, Return on net worth % 4.5 13.6 (905) bps
174% to ₹13,399 million in FY 2021-22 from ₹4,899 in
ii) Lease liabilities increasing by 79% to ₹2,596 million Return on capital employed % 9.0 17.5 (854) bps
FY 2020-21 and non-controlling interest increased to
due to opening of new stores and warehouses Debt equity ratio Times 0.25 0.38 (35%)
₹56 million in FY 2021-22 from ₹ 8 million in FY 2020-
expansions, iii) Working capital loan (current borrowings)
21, on account of increase in share of NCI holders post Basic EPS Times 0.88 1.38 (36%)
increasing by 79% to ₹3,321 million on account of
Dot & Gross profit margin % 43.6 38.9 471 bps
increase in inventory
Key acquisition. EBITDA margin % 4.3 6.4 (209) bps
iv) Decrease in current tax liabilities by 91% to ₹22
Net profit margin % 1.1 2.5 (143) bps
million from ₹247 million in FY 2021.
Current ratio Times 2.0 1.4 44%
Interest coverage ratio Times 3.5 5.1 (31%)
Inventory turnover ratio Times 3.1 5.5 (43%)
Consolidated Profit and Loss Account Trade receivable turnover ratio Times
to 43.6% in FY 2021-22 from 38.9% in FY 2020-21 due to
44.1 47.8 (8%)
increase in advertisement revenue, owned brand share and
(` in million) better mix in sale of high margin products.
Return on Net Worth: Return on Net Worth (RONW) is
% increase/
Particulars FY 2021-22 FY 2020-21 a measure of the profitability of a company expressed
(decrease)
in
Revenue from operations 37,739 24,409 55%
percentage. Return on Net Worth is calculated by dividing
Cost of goods sold (21,300) (14,926) 43%
the net income of the company by average shareholders’
Gross proffit 16,439 9,483 73%
equity. RONW decreased to 4.5% in FY 2021-22 from
Employee benefit expense (3,259) (2,330) 40% 13.6% in FY 2020-21 due to increase in shareholder’s
Other expenses (11,547) (5,586) 107% equity on account of IPO, which will generate return over
Operating expenses (14,807) (7,916) 87% time.
EBITDA 1,633 1,567 4%
Return on Capital Employed: Return on capital employed
Depreciation and amortisation (964) (716) 35% (ROCE) is a financial ratio that can be used to assess a
Finance cost (465) (307) 51% company’s profitability and capital efficiency. This ratio
Other income 270 118 129% can help understand how well a company is generating
Proffit before tax 473 661 (28%) profits from its capital as it is put to use. Return on
Tax expense (60) (45) 34% Capital Employed decreased to 9.0% in FY 2021-22 from
Proffit after tax 413 616 (33%) 17.5% in FY 2020-21 due to increase in equity and
investment in new verticals such as fashion, Nykaa Man
and eB2B which will generate better returns over time as
they mature
as business.
Debt Equity Ratio: The debt-to-equity (D/E) ratio is used

to evaluate a company’s financial leverage and is
calculated by dividing a company’s total debt by its
shareholder equity. It is a measure of the degree to which
a company
is financing its operations through debt versus wholly
owned funds. The debt-to-equity ratio is a particular
type of gearing ratio. It decreased to 0.25 times in FY
2021-22 from 0.38 in FY 2020-21 due to increase in
equity capital base, on account of IPO.
Basic EPS: Earnings per share (EPS) is calculated as a

company’s net profit attributable to equity holders divided
by the weighted average outstanding number of equity
shares. The resulting number serves as an indicator of
a company’s profitability. Basic EPS decreased to 0.88
times in FY 2021-22 from 1.38 times in FY 2020-21 due
to increase in denominator as we raised equity capital
through IPO during the year.
Gross Proffit Margin: Gross profit margin is calculated as

the amount of money left over from product sales after
subtracting the cost of goods sold (COGS) as a percentage
of its operating revenue. GP Margin increased by 471 bps
Net Proffit Margin: The net profit current liabilities. The increase is on account of increase in sold and replaced inventory during a given period. The
margin, or simply net margin, measures cash and bank balance as a result of capital raised in IPO inventory turnover ratio is calculated by dividing the
how much net income or profit is and increase in inventory. cost of goods by average inventory for the same
EBITDA Margin: EBITDA margin is a generated as a percentage of its revenue. period. Decrease is on account of increase in cost of
measure of a company’s operating profit Interest coverage ratio: Interest coverage ratio is used
It decreased by 143 bps to 1.1% in FY goods sold vis-m-vis increase in average inventory
as a percentage of its revenue. It to determine how easily a company can pay interest
2021-22 from 2.5% in FY 2020-21 due to during the current year.
decreased by 209 bps to 4.3% in FY on its outstanding debt and is calculated by
decrease in EBITDA margin as explained
2021-22 from 6.4% in FY 2020-21, due to dividing a company’s operating earnings before interest Trade receivable turnover ratio: The trade receivables
above.
higher investments in acquiring depreciation and tax with finance cost. Decrease is on turnover ratio is a measure that quantifies a company’s
customers, expanding retail stores and Current Ratio: Current ratio is a used account of increase in finance cost during the current year. effectiveness in collecting its trade receivables. The ratio
fulfillment network as well as new growth to evaluate a company’s liquidity also measures how many times a company’s receivables
Inventory turnover ratio: Inventory turnover ratio is a
verticals. position and is calculated by dividing a are converted into cash in a certain period of time. There
measure showing how many times a company has
company’s total current assets with is no major change in ratio compared to previous year.

FMSANNEA-
Cash Generation Vertical-wise Breakup of EBITDA

The following table sets forth our cash flows for the years indicated as below :
(` in million)
(` in million) Particulars FY 2021-22 FY 2020-21 Y-o-Y % change
Particulars FY 2021-22 FY 2020-21 Y-o-Y % change Beauty and Personal Care 2,772 1,902 46%
Net cash flows from/(used) in operating activities (3,540) 1,332 (366%) Fashion (682) (261) 161%
Net cash flows from/(used) in investing activities (6,028) (1,297) 365% Others (457) (74) 517%
Net cash flows from/(used) in financing activities 9,270 (377) 2,559% Total 1,633 1,567 4%
Net increase/(decrease) in cash and cash equivalents (297) (343) (13%)
The EBITDA for Beauty and Personal Care vertical increased in line with increase in revenue. Since the fashion vertical and
Revenue from Operations others are in early growth stages, expenses are more than income and, therefore, there is negative EBITDA for FY 2021-22 and
FY 2020-21.
(` in million)
Particulars FY 2021-22 FY 2020-21 Y-o-Y % change Cost of Goods Sold
Sale of Products 32,186 21,809 48% (` in million)
Sale of Services 5,333 2,503 113%
Particulars FY 2021-22 FY 2020-21 Y-o-Y % change
Other Operating Revenue 220 97 127%
Cost of material consumed 843 382 120%
Total 37,739 24,409 55%
Purchase of traded goods 24,078 14,956 61%
Changes in finished goods and stock-in-trade (3,621) (413) 777%
Our revenue from operations increased by 55% to
million for FY 2021-22; ii) Increase in number of Total cost of goods sold 21,300 14,926 43%
₹37,739 million for the year ended March 31, 2022 from
orders placed on platform from 2.4 million for the FY
₹24,409 million for the year ended March 31, 2021,
2020-21 to 5.2 million for FY 2021-22; iii) Increase in Cost of goods sold increased by 43% to ₹21,300 million for FY 2021-22 from ₹14,926 million for FY 2020-21, primarily
primarily due to an increase in sale of products and sale
AOV from due to an increase in sale of products that we purchase from brand partners or their authorised distributors, and
of services.
₹2,739 for FY 2020-21 to ₹3,420 for the FY 2021-22 manufacture under our owned brands, which we sell directly to our consumers in line with the growth in the number of
» Revenue from sale of products increased by 48% to orders on our platform, which was driven by an increase in the number of Annual Unique Transacting Consumers.
» Revenue from sale of services increased by 113% to
₹32,186 million for the FY 2021-22 from ₹21,809
₹5,333 million for FY 2021-22 from ₹2,503 million Employee beneffit expense: Employee benefits expenses increased by 40% to ₹3,259 million for FY 2021-22 from
million for FY 2020-21, primarily due to:
for FY 2020-21 due to the growth in revenue from ₹2,330 million for FY 2020-21, primarily due to an increase in salaries, wages and bonus to ₹2,972 million for FY
Beauty and Personal Care: i) Increase in Annual
marketing support services by 92% to ₹3,742 2021- 22 from ₹2,076 million for FY 2020-21. The increase in salaries, wages and bonuses was due to an increase in
Unique Transacting Consumers from 5.6 million
million due to increase in advertisement income employee headcount to 2,764 as on March 31, 2022 from 2,047 as on March 31, 2021 and increase in ESOP charge
for FY 2020-21 to 8.4 million for the FY 2021-22;
from brand partners, and income from marketplace due to grants given during the year to attract and retain talent.
ii)
services by 188% to ₹1,592 million primarily driven
Increase in number of orders placed on platform (` in million)
by growth in fashion business.
from 17.1 million for the FY 2020-21 to 27 million Particulars FY 2021-22 FY 2020-21 Y-o-Y % change
for » Other operating revenue increased to ₹220 million
for FY 2021-22 from ₹97 million for FY 2020-21 due Salaries, wages and bonus 2,972 2,076 43%
FY 2021-22; offset by decrease in AOV from ₹1,963 to Contribution to provident fund 58 44 34%
for FY 2020-21 to ₹1,864 for FY 2021-22. increase in shipping charges recovered from customer Gratuity expenses 35 38 (7%)
Fashion: i) Increase in Annual Unique Transacting by 117% to ₹190 million. Compensated absences expenses 1 103 (99%)
Consumers from 0.6 million for FY 2020-21 to 1.8
Shared based expenses 143 53 172%
Vertical-wise Breakup of GMV Staff welfare expenses 50 17 188%
(` in million) Employee beneffit expense 3,259 2,330 40%
Particulars FY 2021-22 FY 2020-21 Y-o-Y % change % in FY 21-22 % in FY 20-21

Beauty and Personal Care 49,987 33,542 49% 72% 83%
Fashion 17,516 6,530 168% 25% 16%
Others 1,829 389 371% 3% 1% Other expenses
Total 69,322 40,460 71% 100% 100%
(` in million)
Vertical-wise Breakup of Revenue Particulars FY 2021-22 FY 2020-21 Y-o-Y % change

Marketing and advertisement expense 4,781 1,689 183%
(` in million)
Particulars FY 2021-22 FY 2020-21 Y-o-Y % change % in FY 21-22 % in FY 20-21 Freight expenses 2,856 1,580 81%
Beauty and Personal Care* 33,831 22,836 48% 89.6% 93.6% Outsourced manpower cost 815 506 61%
Fashion 3,254 1,438 126% 8.6% 5.9% Consumption of packing materials 869 439 98%
Others 654 135 384% 1.7% 0.6% Web and technology expenses 628 401 56%
Total 37,739 24,409 55% 100% 100% Payment gateway charges 231 158 46%
Selling expenses 285 71 299%
*After eliminating inter-segment revenue, which is below 1% of the total revenue
Others 1,083 742 46%
Beauty and Personal Care is the most significant vertical accounting for nearly 89.6% and 93.6% of the total revenues
Total Other Expenses 11,547 5,586 107%
for FY 2021-22 and FY 2020-21, respectively. However, Fashion is a fast-growing vertical showing an increase of
126.4% during FY 2021-22.
Others includes our new business NykaaMan, eB2B platform “SuperStore by Nykaa”, International and new brand
acquisitions. There is a substantial increase in Others vertical, majorly on account of start of operations in Nykaa
International and Super Store.

FMSANNEA-
Our other expenses increased by 107% to ₹11,547

million for FY 2021-22 from ₹5,586 million for FY 2020-
D. People & Culture to come. In 2021 we focused on deeply embedding
the values in our people starting with new employee
21, primarily due to (i) an increase in marketing and Building on its strong fundamentals, Nykaa has continued onboarding, storytelling, recognising and building the
advertisement expenses to ₹4,781 million for FY 2021- its journey of high growth, business expansion and DNA of the firm, while incorporating values in people
22 from ₹1,689 million for FY 2020-21, which was driven significant milestones including going public. With processes, systems and policies. In November 2021, we
by increase in new consumer acquisition and brand the pandemic and the resulting uncertainty in the also partnered with Gallup, a leading global
building initiatives, (ii) Increase in freight expenses to environment, we reiterated our priority and focus on consulting firm, to measure our employee
₹2,856 million for FY 2021-22 from ₹1,580 million for employee care and safety through various initiatives for engagement and
FY2021, which was driven by the increase in the volume our employees and their families. During the year, we culture. We have been driving initiatives to build greater
of orders processed through our platform and focused on enhancing our management bandwidth and connections, inclusiveness, sense of belonging, and a
improvement in order to deliver (O2D) turnaround time depth for future scale and fitness. We employed 2,764 culture of recognition.
(iii) An increase and 2,047 permanent employees as of March 31, 2022
in consumption of packing materials to ₹869 million for and 2021, respectively. NYKAA Cares
FY 2021-22 from ₹439 million for FY 2020-21, which The last 2 years have been difficult for most, and the
was due to an increase in shipments in line with an Attracting and Retaining Talent for High growth value of safety, wellbeing and emotional resilience of our
increase in order volumes.
In a highly competitive talent market, we were able people continued to be top priority. Employee health
Depreciation and amortisation: Our depreciation to attract and retain quality and relevant talent and safety is the core of our people strategy and under
and amortisation expense increased by 35% to ₹964 across the ‘Nykaa Cares’ umbrella, a special task team came
million for FY 2021-22 from ₹716 million for FY 2020- domains to cope with high growth, complexity, and scale. together to strengthen this by implementing social
21, primarily due to an increase in depreciation of We enhanced vitality in talent through diversity in hiring outreach and helping employees during the pandemic.
rights-of-use assets to ₹573 million for FY 2021-22 from lateral talent from large scale Indian, global and new age The Company also facilitated vaccination drives across
₹408 million for FY 2020-21, increase in depreciation of property, organisations. We retained our focus on gender diversity cities alongwith doctor consulting facilities for
plant and equipment to ₹262 million for FY 2021-22 from ₹186 with a healthy mix of 46% women. Our voluntary employees across the country. We believe that the key
million in FY 2020-21 driven by retail stores and warehouses attrition rate was well within new age industry indices, to a healthy life is
expansion and increase in amortisation of intangible assets from and we could retain our critical and hot skill talent with having a healthy mind and with that ethos we provided
₹121 million for FY 2020-21to ₹129 million for FY 2021-22. effective engagement and reward programmes. counselling support for employees and their families
through our external partners. Additionally, we
(` in million) Focus on Culture & Values continued extending support towards the emotional and
In 2020, the Company initiated a large-scale engagement financial well-being of our employees through workshops
Particulars FY 2021-22 FY 2020-21 Y-o-Y % change exercise to articulate a set of values that will guide and access to experts.
Depreciation on property, plant and equipment 262 186 41% Nykaa’s success, its cultural fabric, and ways of working
Depreciation on right-to-use of assets 573 408 40% for years Investing in Employee Experience Excellence &
Systems
Amortisation of intangible assets 129 121 6%
With the goal of achieving excellence in employee
Total depreciation and amortisation 964 716 35%
experience and brilliant basics, we took initiatives to
Finance cost: Our finance costs comprise interest on automate our HR processes. We worked towards bringing
comprised a current tax of ₹423 million and a deferred
borrowings, lease liabilities and other finance charges. operational efficiencies in our processes. Our goal is to
tax income of ₹328 million, adjustment of tax related to
The increase by 51.5% to ₹465 million for FY 2021-22 build systems and processes that are compliant,
earlier periods of ₹23 million and a deferred tax credit
from forward looking and provide an excellent experience to
for unrecognised business loss of earlier years of ₹58
₹307 million for FY 2020-21 was primarily on account our employees. During the year, the Company invested
million, while our tax expenses for FY 2020-21 comprised
of working capital loan from banks and increase in in strengthening the Performance & Reward
a current tax of ₹401 million, a deferred tax income of
lease liability (driven by expansion of stores and management systems to drive high performance and
₹310 million, an adjustment of tax related to earlier
warehouses). our talent retention strategy. This is an ongoing
periods of
endeavour and we are creating an operating model
Other income: Other income comprises interest income ₹15 million and a deferred tax credit for unrecognised
which leverages HR Operations, Tech HR, Centres of
on security deposit, bank deposit and forex gain. Our business loss of earlier years of ₹31 million. Our effective
Excellence (COE) and HR Business Partnering for
other income increased by 129% to ₹270 million for tax rate was 20.04% and 13.09% for FY 2021-22 and
effectiveness and future fitness.
FY 2021-22 from ₹118 million for FY 2020-21, majorly FY 2021, respectively due to improvement in profitability
in BPC vertical.
due to increase in interest on bank deposits. Learning Organisation
Tax expense/(income): Our total tax expense Employees are encouraged to have an entrepreneurial
increased by 34.4% to ₹60 million for FY 2021-22 from mindset, innovate current ways of working and are
₹45 million for FY 2020-21. Our tax expenses for FY exposed to new opportunities and cross-functional
2021-22 learnings. To enhance our learning culture, towards the
end of 2021, we invested in creating an online platform
called “Nykaa Academy” with best-in-class content to
enable learning and certifications for our employees.
FMSANNEA-
G. Supply Chain
As of March 31, 2022, we had an integrated supply chain comprising 23 warehouses (of which two are outsourced)
across India, with a total capacity of 8.2 lakh sq. ft., supported by 105 physical stores (32 new stores added across
India in FY 2021-22).
Stores and Warehouse Footprint
E. Environment, Health and taps are installed in office washrooms to economise water
Safety consumption.
Retail Stores (105) Warehouse (23)

E-Waste generated in our workplaces are disposed to
We are committed to ensuring the highest standards authorised recyclers as per the standards. We also
of health, safety, and environmental practices at applied for registration as Brand-owner and Importer
Nykaa. Towards this we have developed a robust with the Central Pollution Control Board (CPCB). The
framework to ensure health, safety, and sustainability Extended Producer Responsibility (EPR) for each
to ensure workplace safety and operational subsidiary is
Achievements of FY 2021-22 ensure timely dispatch. We are optimising our Supply
sustainability as per environmental regulations. FY 2021-22 was a year of growth and expansion for Chain Network to ensure delivery from the nearest
in action since April 2021 with an authorised recycler
the supply chain Network of Nykaa. We pivoted from fulfilment centre, which optimises shipment costs and
(“RECYKAL”) to collect waste from fields across different
Achievement of FY 2021-22 states. national fulfilment model to regional fulfilment model. We inventory utilisation and also help improving customer
expanded and added five new warehouses in different experience. To maximise efficiency in our supply chain,
Our policy on health and safety for employees was
cities for our Beauty and Personal Care vertical with focus we implemented an allocation engine, which minimises
F. TECHNOLOGY
rolled out in FY 2021-22. Policy explains our beliefs,
on faster order to delivery and control on split shipments. split shipments, delivery lead times and inventory
values and priorities for Health, Safety & Environment.
liquidation.
To prevent the spread of COVID-19, we took necessary We are a digitally native consumer technology platform, We focused on regional fulfilment which helps ensuring
delivering a content-led, lifestyle retail experience to that the right stock is available at the right location and 95% of our BPC orders and 79% of our fashion orders
precautions across our offices, warehouses, and stores,
consumers. We consider our technology platform to be a at the right time. The shift from national fulfilment model were delivered within five days for the year ended March
which included sanitation facilities, social distancing,
key enabler and pillar of our business strategy. We to regional fulfilment model by adding five new 31, 2022.
installation of thermal scanners, removal of biometric
scanners, among others. Detailed standard operating operate a proprietary, custom-built and component-based warehouses in areas beyond metros helped us reach We have developed capabilities to manage four operating
procedures and guidelines/advisories were issued technology platform that connects our consumers, brand closer to customers and as a result of these initiatives, models – inventory, sale or return (SOR), marketplace
periodically to the employees of Nykaa. We initiated/ partners, influencers and internal teams, catering to the our order and just-in-time inventory models. We invested in
completed the Vaccination drive/camps to safeguard our needs of our different lifestyle businesses, and delivering to delivery (O2D) timelines reduced by one day, and air technology, people and processes to support and scale
employees from COVID-19. a comprehensive omnichannel e-commerce experience. shipments as well as split shipments ratio have reduced these models. Our flexibility to operate each model is a
We have a technology team that focuses on enhancing resulting in lower cost per shipment by Q4 of FY 2020- core strength as we believe that brands and products
Company initiated audits to build structured intervention the platform capabilities and the consumer shopping 21- require a customised approach to selling. For our
in phases to achieve high-quality standards in Health experience. We built our platform in a simple, fault- 22. It has also helped us to de-risk supply chain against inventory and SOR models, our investment in technology
& Safety. tolerant, scalable, maintainable and secure manner, localised shut down amidst COVID-19 pandemic. is geared to enable fungible inventory across online and
Our water usage is restricted to human consumption at which helps us efficiently launch new businesses or offline channels, allowing for efficient inventory
As of March 31, 2022, we served 27,800 pin codes,
our workplace only. In most of our offices, sensor-based provide richer experiences to our users within existing management.
covering 98% of the serviceable pin codes across the
businesses.
country. Orders are monitored and tracked closely to
FMSANNEA-
the supply chain. One such major initiative is Electronic » Continuous identification of areas requiring Nykaa’s Risk Management Framework
strengthening of internal controls
Data Interchange (EDI). We partnered with a block Nykaa has an integrated approach to risk management
chain vendor to capture the entire lifecycle of all brand » Standard operating procedures to ensure effectiveness
across the organisation through cross functional business
of business processes
partner related transactions. This will eliminate all teams, senior leadership and management committee
manual activities and provide data visibility to both » Systems of monitoring compliance with along with oversight at the board, with a dedicated Risk
parties involved leading to seamless supply chain statutory regulations
Management Committee. Nykaa’s risk management
alignment. » Well-defined principles and procedures to evaluate process strives to analyse all significant business
new business proposals/capital expenditure
We manage ~4.6 million SKUs across categories and processes across the value chain keeping in mind short
» Robust management information system and long term risks, as well as emerging potential risk
warehouses. We have a robust concurrent inventory
audit mechanism, which is one of our unique » Agile information security policies and guidelines areas, being conscious of:
propositions. » Comprehensive internal audit and review system » Strategic risk (Competition/Macro Economic)
The in-house teams based out of warehouses conduct » Well-defined internal financials controls framework » Business and Operational risk
and IT General Controls
concurrent audits of inward material, put-aways, » Compliance and Governance risk
allocation into right bins, daily cycle counts and all » An effective whistle-blowing mechanism
» Tech & Cyber risk
related inventory management activities round the year. » Training/awareness sessions on policies and code of
» People Related risk
conduct compliance
During the pandemic, retail sector witnessed volatilities. » Financial and Reporting risk
Sales in Q1 FY21 dipped, which led to huge build-up of As per section 134 (5) (e) of Companies Act 2013,
Risks are identified and measured on the basis of
inventory. This led to an abnormal high day of cover, Internal Financial Controls (IFC) means the policies and
their nature, potential impact as well as likelihood
which was optimised by FY 2021-22 Exit through procedures adopted by company for ensuring:
of
controlled buying and automation of store replenishment
» Accuracy and completeness of accounting records occurrence. Action plans are built to manage key material
processes via the Automated Replenishment System
» Orderly and efficient conduct of business, including risks, and effectiveness of risk management strategies
(ARS) tool. This tool also helped improve on-shelf
adherence to policies are continuously monitored across the value chain.
availability to 92%.
» Safeguarding of its assets
These processes are reviewed and evaluated on an
H. Internal Control Systems and » Prevention and detection of frauds
ongoing basis by the Risk Management Committee.
For fashion products sold through the decentralised Their Adequacy The Internal Financial Controls have been documented
and embedded in the business processes. Design and
Governance Framework
sourcing model, we integrated our supply chain logistic
partners with the warehouses of several sellers. Our internal controls are founded on the principles of operating effectiveness of controls are tested by the Our risk management framework ensures identification
sustainable growth and proactive risk management. A management annually with the support of external of emerging risks through a well laid governance
Our fashion vertical is based primarily on curation where robust framework of internal controls was implemented consultants and later audited by statutory auditors. structure led by the Risk Management Committee .
we provide a platform to market third-party vendor across business processes to facilitate efficient conduct Statutory auditors have issued an unqualified report
products and facilitate their sale and delivery. Here, we of business operations in accordance with our policies. after checking the effectiveness of these controls.
also employ a just-in-time delivery model that does not The management, along with an external consultant, The management believes that strengthening IFC is
entail inventory risk, which enables our supply chain formulated an internal control framework based on a continuous process and therefore, it will continue
to be nimble and adaptive to our product catalogue bottom-up risk assessment on directional inputs from its efforts to make the controls smarter with focus
addressing current trends and consumers’ needs Audit Committee and tested the design, implementation on preventive and automated controls as opposed
without taking on the risk of obsolescence and making and operating effectiveness of financial controls. to mitigating manual controls. The Company
objective determinations on new categories minimising continues to constantly leverage technology in
inventory risk. The management has identified mitigating controls
enhancing the internal controls.
for operating deficiencies identified and design gaps
We work with delivery companies such as Blue Dart
I. Enterprise Risk Management
unremedied, as on March 31, 2022, with no
Express Limited, Delhivery Private Limited, Ecom significant
Express Private Limited, Xpressbees Private Limited, and deficiencies reported. Our internal auditor executes In a rapidly changing business environment with dynamic
have added Amaze Courier Private Limited this year to audits to ensure that the ERP and other IT systems used customer requirements, business risks are constantly
execute our deliveries and ensure smooth and efficient for transaction processing have adequate preventive and evolving. As a result, there is significant variation in the
delivery of products to our consumers. detective internal controls embedded. The audit process emerging risks landscape across businesses. Hence,
includes validation of transactions on sample basis to risk management is core to Nykaa’s strategy and long-
Inventory Management check if our operations are conducted in compliance term objectives.
Our inventory management is guided by supply chain with internal policies and ethical standards defined by
forecast, which depends on factors like historical sales us. The audit report is reviewed by the management for We continuously monitor the internal and external
trends by region, lead time, safety stock, minimum corrective action and the same is also presented to and environment to identify, assess and mitigate potential
order quantity and replenishment frequency agreed reviewed by the Audit Committee of the Board. and emerging risks and their impact on our businesses.
with our brand relationships and vendors. We have
The key constituents of the internal control system are:
negotiated stock correction and return to vendor
clauses in our agreements with third-party vendors to » Establishment and periodic review of business plans
mitigate the exposure of excess inventory and close-to- » Identification of key risks and opportunities and
regular reviews by top management and Board of
expiry products.
Directors
There have been major initiatives taken to automate and » Policies on operational and strategic risk management
digitise processes to increase accuracy and optimise » Clear and well-defined organisation structure and
limits of financial authority
FMSANNEA-
The Board provides oversight through the Risk 2025 respectively, of which online BPC and online
Management Committee for the identification, evaluation in technology and innovation to deliver a superior Nature of Risk: Cyber and Data Security fashion
and management of significant material risks and customer experience. Risk Description: Technology and data infrastructures
regularly reviews the effectiveness of controls in place to are susceptible to security breaches and cyber-attacks
mitigate risk exposure. Nature of Risk: Competitive Landscape that may pose reputational and operational risks. We
Risk Description: The retail industry, and e- interact with suppliers and customers through digital
The Risk Management Committee comprises members
commerce industry in particular, is extremely infrastructures and also rely on third party integrations.
of the Board and the Chief Risk officer, tasked with the
competitive in nature. Our potential and existing
objective of assisting the Board and Audit Committee on Management of Risk: Nykaa invests significant resources
consumers are presented with multiple options
matters pertaining to risk management. towards cyber-security and data protection measures.
including online retailers, offline
We perform independent third-party assessments of
retailers as well as direct-to-consumer distribution models
Key Risks & Mitigating actions to choose from. There may be new retail entrants in the
critical IT systems holding any sensitive data and
Below we have outlined the risks that we have identified perform continuous improvements in the tech
lifestyle categories we operate in.
as most relevant and material to our business and its infrastructures holding such data.
performance. We recognise that this is not an Management of Risk: We have made significant
We also implement latest cyber-security technologies
exhaustive overview of all risks applicable to the investments in various models of selling– digital as
to control and monitor access to IT systems. Our
Company. New risks may emerge and current and well as a wide store network across the country along
information technology teams routinely improve server
existing risks may evolve as well. with differentiated offerings for beauty and fashion.
security, implementation of firewalls, and web
We also retail a diverse range of brands, including
security. We conduct, on an ongoing basis, company
Nature of Risk: Changing Customer Preferences being the distribution partners for many brands we
wide training sessions for all our employees to ensure
directly import into the country. We also invest in long
Risk Description: Customer tastes, preferences and best practices.
term brand building through responsible customer-
purchasing behaviour is evolving at a pace faster than
centric marketing and education practices to build
ever before. Customers’ interest in categories, brands Nature of Risk: Macroeconomic Factors
long-term customer value.
and product types can change along with their preferred Risk Description: Global and local macroeconomic
medium of purchase across digital and physical formats.
Nature of Risk: Skill Development and Talent fluctuations, including interest rates, inflation, and
Management of risk: We continuously expand our Retention economic growth can impact consumer confidence as
lifestyle portfolio to enter new categories and increase well as disposable incomes. As a retailer, this may
Risk Description: Our business innovation and excellence
the width of brand and product offering. This reduces impact our revenue and growth.
depends on the skill development of our workforce along
our dependency on any individual product type, category with Nykaa’s agile ways of working. Our ability to attract Management of Risk: Nykaa retails a diverse portfolio of
or brand reducing risk concentration on any specific and retain talent is critical to the success of our products across price segments, accounting for different
customer preference. At the same time, our digital operations. Employees not possessing the right skills in customer segments along with differing spending power.
offering spans across multiple mobile applications, an evolving landscape could further affect our ability to We retail discretionary as well as essential items and
desktop and web formats, and we evaluate and innovate. The competitive labour market for key skillsets have the ability to quickly enable discovery of products
implement new formats of selling. Our offline retail and possible attrition of key staff and managerial that suit the customers’ evolving needs during
footprint includes 3 distinct formats. We have also personnel could affect our growth. economically volatile periods. We also build detailed long
invested in a technology enabled distribution model, term and short-term business forecasts, which are re-
SuperStore By Nykaa, which further reduces our Management of Risk: We make future looking
evaluated periodically leading to efficient resource re-
dependence on our physical retail format. investments in people and attract top talent from diverse
allocation
backgrounds and identities. We have been able to quickly
and deployment.
Nature of Risk: Customer Acquisition, Retention and scale up our employee base with growing business and
Experience functional needs, while maintaining our agile ways of
Risk Description: Evolving marketing environment,

working. While championing diversity and inclusion,
we adopt a high-performance culture, while ensuring
J. OUTLOOK
dependence on third parties and evolving customer While current inflationary pressures will affect consumer
we equip people with the right tools for upskilling
expectations in terms of features, assortment, digital discretionary spends in the near term, medium term
and reskilling.
and offline shopping environments can impact our user and long-term growth of both beauty & personal care
acquisition and customer retention.
Nature of Risk: Compliance and Regulatory Risks as well as fashion remains strong. India is at a nascent
Management of Risk: We make significant efforts stage in the consumption of these categories and as
Risk Description: Changing regulations in India as
towards building the right customer acquisition through incomes increase, the per capita spend for these
well as globally, for the retail industry, digital industries
a 360-degree marketing strategy spanning digital categories will witness disproportionate growth
and ecommerce in specific, as well as consumer
marketing, mass media, multiple content channels compared to the per capita income growth. With the
products, can have risk with regards to operating
and offline marketing. Hence, we do not have any over- increase in disposable income in younger consumers,
structures. The regulatory environment across these
dependence on a single channel of marketing. Customer and online content-led discovery, beauty & personal
industries continue to evolve.
loyalty is delivered through differentiated experiences, care, wellness and fashion consumption is seeing
rewards and loyalty programme and targeted reactivation Management of Risk: Nykaa ensures statutory increased share of the wallet.
strategies. We continuously monitor retention metrics compliance are met and complies with the regulations
E-commerce in particular is growing rapidly across Asian
across segments of customers to proactively take of the land. We invest in IT-enabled compliances
emerging markets, as well as more mature markets
measures to ensure we deliver the right experience system,
where category growth is almost zero. Indian Beauty
for all. We make continual future looking investments processes and continuous education of business systems
& Personal Care and Fashion segments are at their
on compliance. We routinely engage with government as
early stage of evolution with an opportunity to turn
well as industry bodies to keep track of developments in
into a ₹1,981 billion and ₹8,702 billion market by
this area.
are estimated to become ~20-25% and ~22-27% of allow us to remain differentiated and outpace The Company assumes no responsibility to publicly under Section 133 of the Act. The management of FSN
their respective overall markets in India. market growth. amend, modify or revise forward-looking statements E-Commerce Ventures Limited (“FSN” or “the
on the basis of any subsequent developments, Company”) has used estimates and judgments relating
Despite a challenging operating environment, we
Cautionary Statement information to the financial statements on a prudent and reasonable
witnessed strong growth momentum in FY2022. In
Statements in this Management Discussion or events. Actual results may differ materially from basis, in order that the financial statements reflect in a
FY2023, as a multibrand omnichannel retailer driven
and Analysis of financial condition and results those expressed in the statement. Important factors true and fair manner, the state of affairs and profit for
by technology, we will continue to work towards the
of operations of the Company describing the that could influence the Company’s operations include the year. The following discussions on our financial
right assortment and discovery to be the platform of
Company’s objectives, expectations or changes in Government regulations, tax laws, condition and result of operations should be read
choice for beauty, personal care and fashion
predictions may be forward looking within the economic developments within the country and such together with our audited consolidated financial
consumers. We also continue to build unique and
meaning of applicable securities laws and other factors globally. The financial statements of the statements and the notes to these statements included
meaningful brands in both BPC and Fashion segments,
regulations. Forward-looking statements are Company are prepared under historical cost in the integrated report. Unless otherwise specified or
developed through
based on certain assumptions and convention, on accrual the context otherwise requires, all references herein to
a consumer-first lens. With a focus on innovation and
expectations of future events. The Company basis of accounting and in accordance with the “we”, “us”, “our”, “the Company”, or “FSN” are to FSN E-
agility, our ability to create digitally powered
cannot guarantee that these assumptions and provisions of the Companies Act, 2013 (the “Act”) and Commerce Ventures Limited and its subsidiary
experiences that enable awareness, education,
expectations are accurate or will be realised. comply with the Indian Accounting Standards specified companies.
transparency, choice and delight for consumers will

FSN E-COMMERCE VENTURES
LIMITED WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
CORPORATE DIRECTORS’ REPORT

INFORMATION
Dear Members,
BOARD OF DIRECTORS
BANKERS Your Board of Directors (“Board”) present the Tenth (10th) Annual Report of FSN E-Commerce Ventures Limited (“your
Ms. Falguni Nayar Axis Bank Ltd. Company” or “the Company”) together with the Audited Financial Statements of the Company, for the financial year ended
Executive Chairperson, Managing Director and CEO IDFC First Bank Ltd. March 31, 2022 (“the year under review” or “the year” or “FY 2021-22”).
Kotak Mahindra Bank Ltd.
Mr. Sanjay Nayar Financial Performance – An Overview
HDFC Bank Ltd.
Non-Executive Director
(` in Million)
ICICI Bank Ltd.
Mr. Anchit Nayar Standalone Consolidated
Citibank N.A. Particulars
Executive Director March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021
REGISTERED OFFICE Revenue from Operations 1,876.99 1,458.13 37,739.35 24,408.95
Ms. Adwaita Nayar Other Income 1,157.07 602.50 269.72 117.59
104, Vasan Udyog Bhavan,
Executive Director
Sun Mill Compound, Tulsi Pipe Road, Total Income 3,034.06 2,060.63 38,009.07 24,526.54
Lower Parel, Mumbai – 400 013. 1,817.14 1,612.37 37,536.01 23,865.30
Ms. Anita Ramachandran Total Expenditure
Tel No.: 022-6614 9696
Independent Director Profit/(Loss) before Tax 1,216.92 448.26 473.06 661.24
64.46 - 446.39 385.56
Mr. Milind Sarwate CORPORATE OFFICE Current Tax
Deferred Tax Expenses/(Credit) 117.33 86.38 (386.21) (340.80)
A2, 4th Floor, Cnergy IT Park,
Independent Director
Appasaheb Marathe Marg, Profit/(Loss) after Tax 1,035.13 361.88 412.88 616.48
Ms. Alpana Parida Opposite Tata Motors, Other Comprehensive Income (OCI) (19.06) (20.37) 5.56 (21.81)
Independent Director
Prabhadevi, Mumbai – 400 025. Total Comprehensive Income 1,016.07 341.51 418.44 594.67
Tel No.: 022-3095 8700
Balance in the Profit/(Loss) Account in the Balance Sheet 751.29 (283.84) (581.50) (992.25)
Mr. Pradeep Parameswaran
REGISTRAR AND TRANSFER AGENT
Independent Director Link Intime India Private Limited
REVIEW OF OPERATIONS RESERVES
C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg,
Mr. Seshashayee Sridhara In FY 2021-22, your Company reported a revenue of There is no amount proposed to be transferred to the
Vikhroli (West), Mumbai – 400 083
Independent Director Email: [email protected] ` 1,876.99 million which was ` 418.86 million higher than Reserves.
Website: linkintime.co.in the previous year and EBITDA of ` 165.56 million with
Mr. Milan Khakhar EBITDA margin at 8.82 % (previous year `(28.76) million DIVIDEND
TH with EBITDA margin at (1.97)%).
Non-Executive Director
10 ANNUAL GENERAL MEETING Your Board do not recommend any Dividend on the
At consolidated level, your Company reported a revenue of ` Equity Shares of the Company for Financial Year ended
CHIEF FINANCIAL OFFICER Wednesday, August 10, 2022 at 05.00 P.M. through
March 31, 2022 considering that the company is in growth
Video Conference/Other Audio Visual Means 37,739.35 million (previous year ` 24,408.95 million) and
Mr. Arvind Agarwal EBITDA of ` 1,632.58 million with EBITDA margin at stage and require funds to support its growth objectives.
CORPORATE IDENTITY NUMBER 4.33% (previous year ` 1,566.55 million with EBITDA
COMPANY SECRETARY & COMPLIANCE margin at 6.42%). DIVIDEND DISTRIBUTION POLICY
OFFICER L52600MH2012PLC230136
In terms of Regulation 43A of the Securities and
The operating and financial performance of your Company has
Mr. Rajendra Punde
WEBSITE been covered in the Management Discussion and Analysis
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“the
STATUTORY AUDITORS https://www.nykaa.com/ Report which forms part of the Annual Report.
Listing Regulations”), your Company has formulated a
M/s. S. R. Batilboi & Associates LLP, Chartered Accountants Dividend Distribution Policy, with an objective to provide the
DETAILS OF MATERIAL CHANGES AND
dividend distribution framework to the Stakeholders of the
M/s. V. C. Shah & Co., Chartered Accountants (resigned COMMITMENTS FROM THE END OF THE
Company. The policy sets out various internal and external
w.e.f. June 28, 2022) FINANCIAL YEAR
factors, which shall be considered by the Board in determining
There are no material changes and commitments affecting the the dividend pay-out. The policy is annexed as Annexure - I
SECRETARIAL AUDITORS financial position of your Company, which have to this Report and is also available on the website of the Company
M/s. S. N. Anathasubramanian & Co., Company Secretaries occurred between the end of the FY 2021-22 and the date at https://www.nykaa.com/media/ wysiwyg/2021/Investors-
of this report. Further, there has been no change in the nature Relations/pdfs/10-11/Dividend- Distribution-Policy.pdf.
of business of your Company.
FDSI RNEEC-TCOORMSM’
REERPCOERVTENTURES LIMITED WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
STRATEGIC INITIATIVES DURING THE YEAR

UNDER REVIEW AND TILL THE DATE OF India Limited, Citigroup Global Markets India B. SHARE CAPITAL
THIS REPORT Private Limited, ICICI Securities Limited and Details of changes in paid-up equity share capital during the year under review, are as under:
JM Finance Limited.
A. INITIAL PUBLIC OFFERING & LISTING OF Paid-up Equity Share Capital ` in Million
The issue drew bids worth $32.5 billion and
EQUITY SHARES OF THE COMPANY was oversubscribed around 82 times (i.e., around 12 Pre-Split
During the year under review, your Company made times in Retail Individual Investor (‘RII’), 91 A At the beginning of the year, i.e. as on April 01, 2021 150.57
an Initial Public Offering (“IPO” or “Issue”) of times in the Qualified Institutional Buyer (‘QIB’) B Allotments made pursuant to:
47,575,326 equity shares of face value of ` 1 and 112 times in the Non-Institutional Investor
Employee Stock Option Scheme 2012 0.17
each of the Company for cash at a price of (‘NII’) category). The Company successfully Employee Stock Option Scheme 2017 0.43
`1,125 per completed the IPO process
equity share, including a premium of ` 1,124 and the equity shares of the Company were listed on
per equity share aggregating to `53,497.24 National Stock Exchange of India Limited and BSE Issue of Equity Shares upon conversion of Optionally Convertible Redeemable Preference Shares 4.51
million, comprising of a fresh issue of Limited on November 10, 2021. (OCRPS)
5,602,666 equity
shares aggregating to ` 6,300 million and an offer C Sub-Total of C (A+B) 155.68
for sale of 41,972,660 equity shares aggregating Proceeds from Initial Public Offering
Post-Split*
up to The details of the proceeds of the Fresh Issue are set
D Allotments made pursuant to:
` 47,197.24 million by the selling shareholders. The forth below:
Issue of bonus shares in the ratio 2:1 311.36
issue included a reservation of 250,000 equity shares
Particulars Amount 5.60
for purchase by eligible employees. Issue of shares in Initial Public Offering
Gross Proceeds of the Fresh Issue ` 6,300 million Employee Stock Option Scheme 2012 0.01
The issue opened on October 28, 2021 and closed
on November 02, 2021. The issue was led by book (Less) Net of provisional IPO Expenses ` 290.49 million Employee Stock Option Scheme 2017 1.46
running Lead Managers viz. Kotak Mahindra Net Proceeds ` 6,009.51 million Sub-Total of D 318.43
Capital Company Limited, Morgan Stanley At the end of the year, i.e. as on March 31, 2022 (C+D) 474.11
Investment Management Private Limited,
BofA Securities
The utilisation of funds raised through IPO have been mentioned hereunder:
* Pursuant to board resolution dated July 15, 2021 and shareholders’ resolution dated July 16, 2021, equity shares of face value of ` 10 each of the
Amount Utilised as on Company were sub-divided into equity shares of face value of ` 1 each.
Mode Object Amount Allocated
March 31, 2022 C. ACQUISITION OF 51% STAKE IN DOT & KEY share capital of Earth Rhythm Private Limited (Earth
IPO Investment in certain Subsidiaries for setting up of retail ` 420 million ` 4.20 million WELLNESS PRIVATE LIMITED Rhythm), for a consideration of up to ` 416.5 million.
stores On September 28, 2021, your Company acquired Your Company continues to partner with homegrown
Capital expenditure and Investment in certain ` 420 million ` 13.47 million 51% of the outstanding equity shares of Dot & Key D2C brands. Earth Rhythm was incorporated on
Subsidiaries for setting up of warehouses Repayment of Wellness Private Limited (“Dot & Key”) through the October 12, 2020 under the Companies Act,
certain borrowings of the Company subscription and purchase of equity shares. Pursuant 2013 in India. It is a personal care brand which
` 1,560 million ` 1,560 million
to the shareholder’s agreement, the Company has manufactures and sells sustainable/non-toxic beauty
Acquire and retain customers by enhancing the visibility ` 2,340 million ` 369.52 written put option on the balance 49% of the equity products on their website and other e-commerce
million and awareness of our brands share capital. The put option liability will be settled websites. This investment will further strengthen
General Corporate Purposes for a consideration not exceeding ` 1,530 your Company’s product portfolio into sustainable
` 1,269.51 million ` 401.05 million
million for stake upto 49%. Dot & Key is beauty segment and its positioning in the growing
Net Proceeds ` 6,009.51 million ` 2,348.24 million engaged in the business of manufacturing, market for products that are committed to efficacy as
marketing, branding and sale of skincare and well as the planet.
personal care products, including
Your Company has appointed ICICI Bank Limited Exchange of India Limited and BSE Your Directors would like to thank the merchant bankers - serums, toners, cleansers, face masks and
as Monitoring Agency in terms of Regulation 41 of Limited and on timely basis. Kotak Mahindra Capital Company Limited, Morgan Stanley India face creams. Dot & Key has also launched few
the Securities and Exchange Board of India (Issue of Company Private Limited, BofA Securities India Limited, Citigroup products in the nutraceuticals category. Its
Capital and Disclosure Requirements) Regulations, Global Markets India Private Limited, ICICI Securities Limited products are listed on Company’s and other online
2018 (“ICDR Regulations”), as amended from time and JM Financial Limited and legal counsels involved with the retailers’ platforms as well as in physical retail
to time, to monitor the utilisation of IPO IPO - AZB & Partners, Cyril Amarchand Mangaldas, Sidley stores. Following this investment, Dot & Key
proceeds and the Company has obtained Austin LLP and Trilegal for helping the Company achieving became one of Company’s owned brands and
monitoring reports from the Monitoring Agency successful IPO and listing. this investment will allow the Company to expand
from time to time confirming no deviation or its skincare, personal care and nutraceuticals
variation in the utilisation of proceeds of the IPO Your Directors would also like to thank the regulators SEBI and
offerings.
from the objects stated in the Prospectus ROC for enabling the Company to take its equity story to the
public market.
dated November 02, 2021. The Company has D. ACQUISITION OF 18.51% STAKE IN
submitted the statement(s) and report as Last but not the least, your Directors extend their heartfelt EARTH RHYTHM PRIVATE LIMITED
required under Regulation 32 of the Listing gratitude to the shareholders for investing in the IPO and Your Board at its meeting held on April 22,
Regulations to both the exchanges where the shares reposing their continuous trust and faith in the Company & its 2022 had approved entering into Share
of the Company are listed, namely, National Stock management.
Subscription Agreement, Share Purchase E. ACQUISITION OF 60% STAKE IN acquire by way of subscription and/or purchase of wellness company which will be in the
Agreement and Shareholders’ Agreement by NUDGE WELLNESS PRIVATE Equity shares, initially up to 60% (with a right to go business of manufacturing and selling dietary
the Company to acquire by way of subscription LIMITED up to 100%) of the fully diluted share capital of supplement products on their website and other
and/or purchase of Compulsory Convertible Nudge Wellness Private Limited (“Nudge”) for a e-commerce websites. The investment will mark
Cumulative Preference Shares and/ or On April 22, 2022, your Board consideration of up to ` 36 million. Company’s entry into owned brand of dietary
Equity shares, up to 18.51 % of the fully approved entering into Share Subscription supplement and other nutricosmetics products. This
and Shareholder’s Agreement and Share Nudge, incorporated under the Companies Act,
diluted will address the growing
Purchase Agreement by the Company to 2013 on March 10, 2022, is a nutricosmetics

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demand for high-potential category of edible beauty

websites, other online applications and retail Pursuant to the provisions of Section 129(3) of the CORPORATE GOVERNANCE
in India.
outlets, general trade and modern trade. Companies Act, 2013 (“Act”) read with the Your Company embeds sound Corporate Governance
Companies (Accounts) Rules, 2014 and in practices and constantly strives to adopt emerging best
F. ACQUISITION OF THE BRAND ‘KICA’ FSN Brands Marketing Private Limited (‘FSN Brands’)
accordance with applicable accounting standards, a practices. It has always been the Company’s endeavour to
On April 22, 2022, your Board approved was incorporated on February 19, 2015 and is a
statement containing the salient features of financial excel through better Corporate Governance and fair and
entering into definitive agreements/documents 100% subsidiary of your Company. FSN Brands is
statements of your Company’s subsidiaries in Form No. transparent practices. A Report on Corporate Governance
by Nykaa Fashion Private Limited (a wholly- engaged in the business of import, purchase, selling and
distribution of beauty and wellness, personal care, health AOC-1 is annexed as Annexure – II to this Report. forms part of this Report as Annexure – III.
owned subsidiary of the Company) for acquisition
of the brand ‘KICA’ including Brand Trademark, care, skin care, hair care and other related products In accordance with the provisions of Section 136 M/s. S. N. Ananthasubramanian & Co., Company
other Intellectual Property Rights etc. for a through retail outlets, general trade and modern trade. of the Act and the amendments thereto, and the Secretaries, the Secretarial Auditor of the Company vide
consideration of up to FSN International Private Limited (‘FSN International’) Listing Regulations, the audited Financial Statements, their certificate dated May 25, 2022, have confirmed that
` 45.1 million. was incorporated on December 10, 2019 and is a 100% including the consolidated financial statements and the Company is and has been compliant with the conditions
subsidiary of your Company. FSN International is engaged related information of the Company and financial stipulated in the chapter IV of the Listing Regulations.
KICA is an activewear athleisure brand which offers statements of your Company’s subsidiaries and joint
stylish, high-quality garments (tops, shorts, sports in the business of selling beauty, wellness, fitness, personal The said certificate is annexed as ‘Annexure – IV’ to this
ventures have been placed on the website of your Report.
bra, legging, tracks, etc.) on their website and other care, health care, skin care, hair care and other related
products on/through e-commerce, m-commerce, internet, Company viz. https://www. nykaa.com/investor-
e-commerce websites. The transaction will be in relations
the direction of Nykaa Fashion Private Limited’s stores, stalls, etc. ANNUAL RETURN
mission to strengthen its active-wear play providing FSN International Private Limited has two wholly owned Your Company has formulated a Policy for determining The Annual Return of the Company as on March 31,
greater variety and curation for the growing Material Subsidiaries. The said policy is available on the 2022 in Form MGT – 7 in accordance with Section
subsidiaries namely, FSN Global FZE, Dubai and Nykaa
active-wear community of athletes and everyday website of the Company at 92(3) and Section 134(3)(a) of the Act as amended
International UK Limited, United Kingdom (UK).
fitness seekers. This transaction will also augment https://www.nykaa.com/ from time to time and the Companies (Management and
current offerings under the Company’s brand i. FSN Global FZE (‘FSN Global’) was incorporated media/wysiwyg/2021/Investors-Relations/pdfs/10-11/ Administration) Rules, 2014, will be made available on the
“Nykd”. on June 21, 2020 and is engaged in the business of Policy-for-determining-Material-Subsidiary.pdf. During website of the Company at
sale of cosmetics, beauty, personal care, skin care, the year under review Nykaa E-Retail and FSN Brands https://www.nykaa.com/investor-relations.
Pursuant to the approval of the Board, the Company hair care, beauty and personal care products and were material subsidiaries of the Company, as per the
and Nykaa Fashion Private Limited have finalised and equipment through marketplace model. Listing Regulations. DIRECTORS’ RESPONSIBILITY STATEMENT
executed the relevant agreements for the proposed
transactions mentioned in above points (D) to (F) ii. Nykaa International UK Limited (‘Nykaa Pursuant to the provisions under Section 134(5) of
MANAGEMENT DISCUSSION AND ANALYSIS the Act, with respect to Directors’ Responsibility
which are subject to fulfilment of various terms and International’) was incorporated on November REPORT
conditions as specified in the relevant agreements and 15, 2020 to engage in the business of sale of Statement, the Directors of the Company confirm
statutory approvals, if any. cosmetics, beauty, personal care, skin care and hair Management Discussion and Analysis Report for the year that:
care products in UK. Nykaa International has under review, as stipulated under the Listing Regulations,
is presented in a separate section, forming part of (a) in the preparation of the annual accounts for the
SUBSIDIARIES AND JOINT VENTURE not yet commenced its business operations, while it year ended March 31, 2022, the applicable
is in process of getting the products registered in the Annual Report.
As on March 31, 2022, the Company has seven accounting standards had been followed and there
subsidiaries. Following were the additions during the year UK. are no material departures from the same;
BUSINESS RESPONSIBILITY REPORT (BRR)
under review: FSN Distribution Private Limited (‘FSN Distribution’) (b) the directors had selected such accounting policies
Your Company believes that transparent, accurate and
(i) FSN Distribution Private Limited became a Wholly was incorporated on July 30, 2021 and is a wholly-owned and applied them consistently and made
comprehensive disclosure practices not only aid in strategic
Owned Subsidiary of the Company w.e.f. July subsidiary of your Company. FSN Distribution is in judgements and estimates that are reasonable and
decision-making but also help in demonstrating incremental
30, 2021; and the business of selling beauty, hygiene and wellness prudent so as to give a true and fair view of the state
value created for all groups of stakeholders.
products through its distribution network to the of affairs of the Company as at March 31, 2022 and
(ii) Dot & Key Wellness Private Limited became Subsidiary wholesalers and retailers using online and offiine The Business Responsibility Report for the year under of the profits of the Company for the year ended
of the Company w.e.f. September 28, 2021. channels of sales. review, as stipulated under Regulation 34(2)(f) of the on that date;
Listing Regulations, describing the initiatives taken by your
The details of business carried on by the subsidiaries of the Nykaa-KK Beauty Private Limited (‘Nykaa-KK Beauty’) (c) the directors had taken proper and sufficient
Company are as follows: Company from social and governance perspective, forms
was incorporated on July 13, 2018. Your Company care for the maintenance of adequate accounting
an integral part of the Annual Report.
Nykaa E-Retail Private Limited (‘Nykaa E-Retail’) entered into a Joint Venture Agreement with Katrina records in accordance with the provisions of
Kaif, Matrix India Entertainment Consultants Private this Act for safeguarding the assets of the
was incorporated on February 22, 2017 and is a STANDALONE AND CONSOLIDATED
Limited and Nykaa-KK Beauty on December 11, 2018
100% subsidiary of your Company. Nykaa E-Retail FINANCIAL STATEMENTS Company and for preventing and detecting fraud
operates primarily using an inventory-led model and is and holds 51% shares in Nykaa-KK Beauty which is and other irregularities;
engaged in the business of manufacturing, selling & The audited financial statements of the Company
engaged in the business of purchasing beauty, hygiene are drawn up, both on standalone and consolidated basis, (d) the directors had prepared the annual accounts on a
and wellness products directly from the manufacturers and distribution of ‘Kay Beauty’ products on the online
platforms or websites such as e-commerce, m- for the financial year ended March 31, 2022, in going concern basis;
selling such products through online channels i.e., its online accordance with the requirements of the
platforms or websites, and other online applications. commerce, internet as well as through physical stores, (e) the Directors had laid down internal financial
stalls, general trade and modern trade etc. Companies (Indian Accounting Standards) Rules,
2015 (Ind-AS) notified under Section 133 of the Act, read controls to be followed by the Company and that
Nykaa Fashion Private Limited (‘Nykaa Fashion’) was such internal financial controls are adequate and
incorporated on February 04, 2019 and is a 100% Dot & Key Wellness Private Limited (‘Dot & Key’) with relevant Rules and other accounting principles. The
was acquired on September 28, 2021 and your Consolidated Financial Statement has been prepared were operating effectively; and
subsidiary of your Company. Nykaa Fashion runs
on marketplace, sale or return (SOR), and just-in- Company holds 51% shares in it. Dot & Key is engaged in based on the financial statements received from (f) the Directors had devised proper systems to ensure
time inventory models. It is engaged in the business of selling the business of manufacturing, marketing, branding and subsidiaries, as approved by their respective Board of compliance with the provisions of all applicable
and distribution of fashion garments and fashion sale of skincare and personal care products, including Directors. laws and that such systems were adequate
accessories through online channels i.e., its online serums, toners, cleansers, face masks and face creams. and operating effectively.
platforms or
ARE
AUDITORS AND THEIR REPORT DISCLOSURES IN TERMS OF THE PROVISIONS (iv)Declaration of independence
Executive Director.
(i) Statutory Auditors OF THE ACT & THE LISTING REGULATIONS The Company has received necessary declaration
Pursuant to the provisions of Section 139 of from each Independent Director of the
A. Board of Directors (“Board”)
the Act and the Rules framed thereunder, Company stating that:
M/s. V. C. Shah & Co., Chartered (i) Number of meetings (i) they meet the criteria of independence as
Accountants, Mumbai, were appointed as The Board met 18 times during the year under review. provided in Section 149(6) of the Act and
Statutory Auditors of the Company, for a term of The details of such meetings are disclosed in Regulation 16(1)(b) of the Listing
five consecutive years to hold office from the the Corporate Governance Report forming part of Regulations; and
conclusion of 8th Annual General Meeting this Annual Report. (ii) as required vide Rule 6 (1) & (2) of the
(“AGM”) till the conclusion of 13th AGM of the Companies (Appointment and Qualifications
Company to be held for the FY 2024-25. The maximum interval between any two meetings did
of Directors) Rules, 2014 they have registered
Further, during the year under review, M/s. S. R. not exceed 120 days, as prescribed by the Act.
their names in the Independent Directors’
Batilboi & Associates LLP, Chartered Databank maintained by the Indian Institute of
Accountants were reappointed as Joint (ii) Director retiring by rotation Corporate Affairs.
Statutory Auditors of the Company, for a term In accordance with the provisions of the Act
and the Articles of Association of the Based on the declarations received from the Directors,
of five consecutive years to hold office from
Company, Mr. Anchit Nayar, Executive the Board confirms, that the Independent Directors
the conclusion of 9th AGM of the Company
Director and Mr. Sanjay Nayar, Non- fulfil the conditions as specified under Schedule V
held on September 29, 2021 till the conclusion of
Executive Director of the Company, are due to of the Listing Regulations and are independent of
14th AGM to be held in the FY 2026-27. the management.
retire by rotation at the ensuing Annual General
Pursuant to Section 139 and 141 of the Act Meeting and being eligible, have offered
themselves for re-appointment. The Board of (v) Familiarisation Programme for Independent
and relevant Rules prescribed thereunder, the Directors
Statutory Auditors have confirmed that they are not Directors on the recommendation of the
disqualified from continuing as Auditors of the Nomination and Remuneration Committee (“NRC”) Disclosure pertaining to familiarisation programme
Company. has recommended their re-appointment. for Independent Directors is provided in the
Corporate Governance Report forming part of this
Resolution seeking their re-appointment along-with
The Auditors have also confirmed that they Annual Report.
their profile as required under Regulation 36(3) of
have subjected themselves to the peer review Listing Regulations forms part of the Notice of
process of Institute of Chartered Accountants of B. Committees of the Board
Tenth Annual General Meeting.
India (ICAI) and hold a valid certificate issued by the The Board has constituted five committees which are
Peer Review Board of the ICAI. (iii) Board evaluation mandated by the Act and the Listing Regulations, viz.
Audit Committee, Nomination and Remuneration
Pursuant to applicable provisions of the Act and the
The Auditors’ Reportdoes notcontain any qualification, Committee, Stakeholders’ Relationship Committee,
Listing Regulations, the Board, in consultation with
reservation, adverse remark or disclaimer. Risk Management Committee and Corporate
its Nomination and Remuneration Committee, has
Social Responsibility & Environmental, Social, and
formulated a framework containing, inter alia, the
(ii) Secretarial Auditor Governance Committee. In addition to the
criteria for performance evaluation of the
In terms of the provisions of Section 204 of the Act said committees, the Board has also constituted
entire Board of the Company, its Committees and
read with Rule 9 of Companies (Appointment Fundraise and Investment Committee.
individual directors, including Independent
and Remuneration of Managerial Personnel) Directors. The framework is monitored, reviewed
Amendment Rules, 2014 and Regulation 24A of i. Audit Committee
and updated by the Board, in consultation with the
the SEBI LODR Regulations, your Company has Nomination and Remuneration Committee, in The Audit Committee comprises of
appointed M/s. S. N. Ananthasubramanian & Co., accordance with the new compliance requirements. Mr. Milind Sarwate - Independent Director
Company Secretaries, as Secretarial Auditor to (Chairperson), Ms. Anita Ramachandran -
conduct Secretarial Audit of the Company for The annual performance evaluation of the Board, Independent Director, Ms. Alpana Parida -
FY 21-22. its Committees and each Director has been carried Independent Director, Mr. Seshashayee Sridhara
out for the financial year 2021-22 in accordance - Independent Director, Mr. Milan Khakhar - Non-
Further, in compliance of Regulation 24A of with the framework. The details of evaluation Executive Director and Mr. Anchit Nayar -
the Listing Regulations, Company’s unlisted process of the Board, its Committees and individual Executive Director. Majority of the Members
material subsidiaries also undergo Secretarial Audit directors, including independent directors have including the Chairperson of the Committee
and the Secretarial Audit Reports of the been provided under the Corporate Governance are Independent Directors and possess strong
Company and its unlisted material subsidiaries Report which forms part of this Report. accounting and financial management knowledge.
thereto in the prescribed Form No. MR-3 is attached During the year under review, all the
The Policy on Board of Directors’ Evaluation
as Annexure – V, V(A) and V(B) forming part of Framework can be accessed at: https://www.nykaa. recommendations made by the Audit Committee
this Report. The same are also available on the were accepted by the Board.
com/media/wysiwyg/2021/Investors-Relations/
website of the Company.
pdfs/10-11/Board-of-Directors-Evaluation-
Framework.pdf ii. Nomination & Remuneration Committee
The Secretarial Audit Report of your Company and
its unlisted material subsidiaries does not contain Nomination & Remuneration Committee comprises
any qualification, reservation, adverse remark of Ms. Anita Ramachandran - Independent
or disclaimer. Director (Chairperson), Ms. Alpana Parida -
Independent Director and Mr. Milan Khakhar - Non-
iii. Stakeholders’ Relationship Committee The Corporate Social Responsibility & with the Companies (Appointment and Disclosure comprising particulars with respect
The Stakeholders’ Relationship Committee comprises Environmental, Social, and Governance Remuneration of Managerial Personnel) to the remuneration of directors and employees
of Ms. Alpana Parida - Independent Director Committee comprises of Ms. Anita Rules, 2014 the following are the Key and other details, as required to be disclosed in
(Chairperson), Mr. Anchit Nayar - Executive Ramachandran - Independent Director Managerial Personnel of the Company: terms of the provisions of Section 197(12) of
Director and Ms. Adwaita Nayar - Executive (Chairperson), Mr. Sanjay Nayar - Non- the Act and Rule 5(1) of the Companies
(i) Ms. Falguni Nayar – Executive
Director. Executive Director and Ms. Adwaita (Appointment and Remuneration of Managerial
Chairperson, Managing Director and Chief
Nayar - Executive Director.
Executive Officer; Personnel) Rules, 2014, is annexed as “Annexure -
iv. Risk Management Committee Details of all the committees, along VI” to this Report.
(ii) Mr. Arvind Agarwal – Chief Financial Officer; and
The Risk Management Committee comprises with their charters, composition and In terms of the provisions of Section 197(12) of
of Mr. Sanjay Nayar - Non-Executive Director meetings held during the year, are (iii) Mr. Rajendra Punde – Company Secretary the Act read with Rules 5(2) and 5(3) of the
(Chairperson), Mr. Pradeep Parameswaran - provided in the Corporate Governance and Compliance Officer Companies (Appointment and Remuneration of
Independent Director and Mr. Sanjay Suri - Report forming part of this Annual Managerial Personnel) Rules, 2014,
During the year under review, there has been
Chief Technology Officer. Report. statement showing the names of the top ten
no changes in the Key Managerial Personnel of
the Company. employees in terms of remuneration drawn and
v. Corporate Social Responsibility & Environmental, C. Key Managerial Personnel names and other particulars of the employees
Social, and Governance Committee In accordance with the provisions of D. Remuneration of Directors and Employees drawing remuneration in excess of the limits set
Sections 2(51) and 203 of the Act read out in the said rules forms part of

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this Report. prescribed under Schedule VII of the Act.

A brief outline of the CSR Philosophy, salient features of the weblink for the same is https://www.nykaa.com/media/
Having regard to the provisions of the second proviso CSR Policy of the Company, the CSR initiatives undertaken wysiwyg/2021/Investors-Relations/pdfs/annual-
to Section 136(1) of the Act, the Annual during the financial year 2021-22 together with progress thereon report/21-22/esop-sebi-disclosure-fy-21-22.pdf
Report excluding the aforesaid information is being and the report on CSR activities in the prescribed format, as
A certificate from M/s. S. N, Ananthasubramanian &
sent to the members of the Company. Any member required under Section 134(3)(o) read with Section 135 of
Co., Company Secretaries, the Secretarial Auditor
interested in obtaining such information may write to the Act and the Companies (Corporate Social
the Company Secretary or e-mail at of the Company, confirming that the aforesaid
Responsibility Policy) Rules, 2014, are set out in
nykaacompanysecretary@ nykaa.com. schemes have been implemented in accordance
Annexure - VII to this Report and the CSR Policy can be with the SEBI SBEB Regulations, will be open for
Your Company has adopted Policy on Remuneration accessed using the link inspection at the ensuing Tenth Annual General
for Directors, Key Managerial Personnel and other https://www.nykaa.com/media/wysiwyg/2021/ Investors- Meeting.
Employees which sets out criteria for the remuneration Relations/pdfs/10-11/CSR-Policy.pdf.
for Directors, Key Managerial Personal H. Investor Education and Protection Fund (‘IEPF’)
(‘KMP’) which can be accessed at: G. Employee stock option scheme (“ESOS”)
‘Transfer of unclaimed/unpaid amount to the Investor
https://www.nykaa.com/ Your Company grants Employee stock options that Education and Provident Fund’ has been
media/wysiwyg/2021/Investors-Relations/pdfs/10- would enable the employees to share the value they create covered in the Corporate Governance Report
11/Remuneration-Policy-for-Directors-KMP-and- for the Company in the years to come. Accordingly, forming of the Annual Report.
other-employees.pdf pursuant to the approval of the Board and the members of the
Company and in terms of the provisions of applicable laws, your I. Related party transactions
E. Vigil Mechanism/Whistle-Blower Company has duly implemented the:
All transactions with related parties were reviewed
The Company has established a Vigil Mechanism/ a) Employee Stock Option Scheme –2012 (“ESOS 2012”) and approved by the Audit Committee and are
Whistle-blower policy in accordance with the in accordance with the Policy on dealing with
provisions of the Act and the Listing b) FSN Employees Stock Option Scheme 2017
(“ESOS 2017”) and materiality of Related Party Transactions
Regulations. Vigil Mechanism/Whistle blower and the Related Party Framework, formulated and
policy has been formulated with a view to provide Collectively referred as “ESOS 2012 & 2017 Scheme” adopted by the Company. An omnibus
a mechanism for Employees, Directors and other or “ESOP Schemes” approval from the Audit Committee is obtained
stakeholders of the Company to approach the for the related party transactions which are
designated Ombudsperson and/or the Chairperson The Nomination and Remuneration Committee is
entrusted with the responsibility of administering the ESOS unforeseen in nature.
of the Audit Committee of the Company to report
actual or suspected unethical behaviour, fraud or 2012 & 2017 Scheme. All contracts/arrangements/transactions entered
violation of the Company’s Code of Conduct/ During the financial year 2021-22, 1,74,000 Stock Options into by the Company during the year under review
ethics/ principles and matters specified in the under ESOS 2012 Scheme and 20,26,200 Stock Options with Related Parties were in the ordinary course of
Policy. under ESOS 2017 Scheme were issued to eligible business and on arm’s length. During the year
employees. 1,74,000 Stock Options under ESOS 2012 under review, the Company had not entered
Employees and other stakeholders are required to into any contract/ arrangement/ transaction with
report actual or suspected violations of applicable Scheme and 44,18,650 Stock Options under ESOS 2017
Scheme are outstanding as on March 31, 2022. related parties which could be considered material
laws and regulations and the Code of in accordance with the policy of the Company on
Conduct. Such genuine concerns disclosed as per During the year under review, prior to the Initial Public Offer materiality of related party transactions or which
Policy are called “Protected Disclosures” and (‘IPO’) of its equity shares, your Company amended is required to be reported in Form No. AOC-2
can be raised by a Whistle-blower through an the ESOS 2012 & 2017 Scheme of the Company by in terms of Section 134(3) (h) read with
e-mail or a letter to the Ombudsperson/ passing special resolutions at its general meeting held on Section 188 of the Act and Rule 8(2) of the
Chairperson of the Audit Committee. The September 30, 2021 so as to meet the regulatory Companies (Accounts) Rules, 2014. Accordingly,
Company affirms that in compliance with the requirements, as mandated by the Securities and there are no transactions that are required to
Whistle-Blower Policy/ Vigil Mechanism no Exchange Board of India (Share Based Employee Benefits and be reported in Form AOC-2.
personnel had been denied access to the Audit Sweat Equity) Regulations, 2021 (“SEBI SBEB
Committee. The Vigil Mechanism and Whistle-blower Regulations”). Further post IPO of its equity shares, as per The Company’s Policy on Materiality of
policy is available on the Company’s website and requirement of Regulation 12(1) of the SEBI SBEB Related Party Transactions and on dealing with
can be accessed at: https://www.nykaa.com/media/ Regulations, ESOP Schemes were ratified by the Related Party Transaction is available on the website
wysiwyg/2021/Investors-Relations/pdfs/10-11/ Shareholders of the Company by way of postal ballot on of the Company at
Vigil-Mechanism-Whistle-Blower-Policy.pdf February 09, 2022. There is no material change in the https://www.nykaa.com/media/wysiwyg/2021/
ESOP Schemes and they are in compliance with the Investors-Relations/pdfs/10-11/Related-Party-
F. Corporate Social Responsibility (“CSR”) provisions of SEBI SBEB Regulations and other applicable Transaction-Policy.pdf.
The Company has in place a CSR policy in line provisions of law. The details of the related party transactions as
with Section 135 read with Section VII of the The applicable disclosures as stipulated under per Indian Accounting Standards (IND AS) -
Act. As per the CSR policy of the Company Regulation 14 of SEBI SBEB Regulations with regard to 24 are set out in Note 43 to the Standalone
Upliftment and Mentoring across age groups Employees Stock Option Plan of the Company are Financial Statement of the Company. The
Education, Skilling & Entrepreneurship, Access to available on the website of the Company and Company in terms of Regulation 23 of the Listing
healthcare, Sustainability and environmental Regulations submits within 15 days from the
responsibility are the focus areas for CSR date of publication of its standalone and
engagement. Over and above these, from time to consolidated financial results for the half year,
time, on a need and criticality basis your Company disclosures of related party transactions on a
undertakes / will undertake CSR activities which are consolidated basis, in the specified format to the stock
exchanges. The said disclosures can be accessed on the Company’s strategy and for the achievement of Our approach to risk management is designed
J. Conservation of energy, technology
website of the Company at https://www.nykaa.com/ our long-term goals. Our success as an organisation to provide reasonable assurance that our assets are
stock-exchange-filings.
absorption, foreign exchange earnings depends on our ability to identify and leverage the safeguarded, the risks facing the business are being
and outgo opportunities while managing the risks. assessed and mitigated and all information that may
Considering the nature of business of your be required to be disclosed is reported to
Company, the particulars with respect to Your Company has a risk management framework in
Company’s Senior Management, the Audit
conservation of energy and technology place working at various levels across the enterprise
Committee, the Risk Management Committee and
absorption required as per Section 134(3) designed to identify, assess and mitigate risks
the Board.
(m) of the Act read with Rule 8(3) of the appropriately. These levels form the strategic defence
Companies (Accounts) Rules, 2014, are cover of the Company’s risk management with The Company endeavours to continually sharpen its
not applicable to the Company. an organisational structure for managing and reporting Risk Management systems and processes in line with
on risks. Furthermore, the Enterprise Risk a rapidly changing business environment. There are
The foreign exchange earnings and outgo are as below: Management (‘ERM’) Governance Structure of no risks which in the opinion of the Board
Particulars 2021-22 2020-21 your Company identifies the key internal threaten the existence of the Company. Details
stakeholders responsible for creating, of various risks faced by your Company are
Earnings in Foreign ` 15.69 million Nil
implementing and sustaining ERM in the provided in the Management Discussion &
Exchange organisation. Analysis Report.
Expenditure in Foreign ` 271.66 ` 84.78 million
Exchange million
The Risk Management Committee of the Company Your Company has framed and implemented a
has been entrusted by the Board with the responsibility Risk Management Policy in terms of the provisions
of reviewing the risk management process in of Regulation 17 of the Listing Regulations, for
K. Risk Management the Company and ensuring that the risks are the assessment and minimisation of risk, including
Risk Management is integral to your brought within acceptable limits.

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identification therein of elements of risk, if any, which (HSE) Policy which can be accessed at https:// •
and Remuneration Committee (“NRC”), had There is no application made or proceeding pending
may threaten the existence of the Company which www.nykaa.com/media/wysiwyg/2021/Investors-
adopted a “Remuneration Policy for Directors, Key under the Insolvency and Bankruptcy Code, 2016
may be accessed at https://www.nykaa.com/media/ Relations/pdfs/10-11/Nykaa-Health-Safety-and-
Managerial Personal (‘KMP’) and other employees during the FY 2021-22.
wysiwyg/2021/Investors-Relations/pdfs/10-11/Risk- Environment-Policy.pdf. The Company’s policy •
(‘Remuneration Policy’) and “Policy on Board The requirement to disclose the details of difference
Management-Policy.pdf requires conduct of operations in such a manner, so
Diversity”. between amount of the valuation done at the
as to ensure safety of all concerned, time of onetime settlement and the valuation done
L. Internal financial control The Company’s Remuneration Policy is
compliances of environmental regulations and while taking loan from the Banks or Financial
directed towards designing remuneration so as
preservation of Institutions
to attract,
According to Section 134(5)(e) of the Act the retain, and reward talent who will contribute to natural resources. along with the reasons thereof, is not applicable.
term long- term success of the Company and build value Your Company is committed to the highest standards Your Company has not issued Equity shares
Internal Financial Control (IFC) means the policies and for its shareholders. Objective of Board Diversity with differential rights as to dividend, voting or
procedures adopted by the Company for ensuring the Policy is to ensure that the Board is fully • otherwise; and
of health, safety and environment practices within
orderly and efficient conduct of its business, including diversified and the organisation and the extended areas within our
adherence to company’s policies, the safeguarding comprises of an ideal combination of Executive and influence, with an aim to provide safe and • Your Company has not raised funds through preferential
of its assets, the prevention and detection of frauds Non-Executive Directors, including Independent healthy working environment to our employees, allotment or qualified institutions placement as per
and errors, the accuracy and completeness of the Directors, with diverse backgrounds. customers, business partners, suppliers and Regulation 32(7A) of the Listing Regulations.
accounting records, and the timely preparation of visitors.
reliable financial information. The Act also mandate The salient features of the Policies are outlined in SECRETARIAL STANDARDS
the need for an effective Internal Financial Control the Corporate Governance Report and the Policies During the year under review, the Company continued
During the year under review, your Company has complied
system in the Company which should be adequate are made available on the Company’s website, which can its waste management efforts through various
with the Secretarial Standards 1 and 2 on meetings of
and shall operate effectively. Rule 8(5)(viii) of be accessed using the link environment friendly measures i.e., use of eco-friendly
the Board of Directors and on General Meetings,
Companies (Accounts) Rules, 2014 requires the https://www.nykaa.com/policies packaging material, recycling of plastic waste and
respectively, issued by the Institute of Company Secretaries
information regarding adequacy of Internal Financial redesigning packaging to reduce plastic waste. Scrap
of India and notified by the Ministry of Corporate Affairs,
Controls with reference to the financial statements N. Particulars of Loans, Guarantees and Investments disposal is in line with industry benchmarks.
in terms of Section 118(10) of the Act.
to be disclosed in the Board’s report. Particulars of loans given, investments made,
guarantees given and securities provided along with GENERAL
The Company has adequate Internal Financial Control MAINTENANCE OF COST RECORDS
the purpose for which the loan or guarantee or security Your Directors state that no disclosure or reporting
System over financial reporting ensuring that Your Company is not engaged in the business of production
provided is proposed to be utilised by the recipient is required in respect of the following items as there
all transactions are authorised, recorded, and of goods or providing of services as specified in Rule 3 of
are provided in the Standalone Financial Statement were no transactions/events on these items during
reported correctly in a timely manner to provide the Companies (Cost Records and Audit) Rules,
(Refer Note 7, 8, 16, 24 and 44B to the Standalone the year under review:
reliable financial information and to comply with 2014 (“Rules”). Accordingly, the requirement of
Financial Statement).
applicable accounting standards which • There was no change in the nature of business of your maintaining cost records in accordance with Section
commensurate with the size and volume of Company as stipulated under sub-rule 5(ii) of Rule 148(1) of the Act read with the Rules is not applicable
O. Disclosure under the Sexual Harassment of
business of the Company. 8 of Companies (Accounts) Rules, 2014. to the Company for the period under review.
Women at Workplace (Prevention, Prohibition
The key internal financial controls have been and Redressal) Act, 2013 • Details relating to deposits covered under Chapter
ACKNOWLEDGEMENT
documented, automated wherever possible Your Company is committed to create and provide an V of the Act since your Company has not accepted
and embedded in the respective business processes. any deposits from the public falling under Section The Board wishes to place on record its appreciation for
environment free from discrimination and harassment
73 of the Act read with the Companies (Acceptance the assistance, co-operation and encouragement extended
Assurance to the Board on the effectiveness including sexual harassment for all its employees.
of Deposits) Rules, 2014. to the Company by the Company’s customers, business
of internal financial controls is obtained through 3 Your Company has in place Prevention of
partners, brands, bankers and other stakeholders.
Lines of Defence which include: Sexual Harassment Policy in line with the • No significant or material orders were passed
requirements of the Sexual Harassment of Women by the Regulators or Courts or Tribunals, which The Directors take this opportunity to place on record their
a) Management reviews and self-assessment; at the Workplace (Prevention, Prohibition & warm appreciation for the valuable contribution, untiring
impact the going concern status and Company’s
b) Continuous controls monitoring by functional Redressal) Act, 2013 which mandates no operations in future. efforts and spirit of dedication demonstrated by the
experts; and tolerance against any conduct amounting to employees and officers at all levels, in the sure and steady
workplace sexual harassment. Internal Complaints • Issue of shares (including sweat equity shares) progress of the Company, despite the
c) Independent design and operational testing by Committee (ICC) has been set up to redress to employees of the Company under any scheme unprecedented challenges posed by the Covid
the external professional firm. complaints received regarding sexual save and except Employees’ Stock Options pandemic. The Directors would also like to thank the
The Company believes that these systems provide harassment. All employees (permanent, contractual, Schemes referred to in this Report. shareholders for their support and contribution. We
reasonable assurance that the Company’s internal temporary, trainees) are covered under this policy. • No fraud has been reported by the Auditors to look forward to their continued support in future.
financial controls are adequate and are operating The following is a summary of sexual harassment the Audit Committee or the Board.
effectively as intended. During the year under review, complaints received and conclusively handled during
such controls were tested by the Statutory Auditors For and on behalf of the Board of Directors
the year 2021-22:
of the Company and no material weaknesses
or significant deficiencies in the design or operations Particulars Number of Complaints Falguni Nayar
were observed and reported by the Statutory Number of complaints received Nil
Auditors. Number of complaints disposed of f
Nil
Details of the internal controls system are provided Number of complaints pending as Nil Place: Mumbai Executive Chairperson, Managing Director & CEO
in the Management Discussion & Analysis Report. M. Policy on Directors’ Appointment and In terms of Section 178 of the Act and Regulation 19 of the Listing Regulations, the Board of your Company, on
Remuneration recommendation of the Nomination
on end of the financial year Your Company is conscious of the importance Date: May 27, 2022 DIN:- 00003633
of environmentally clean and safe operations and
P. Environment & Safety has framed and adopted Health, Safety and
Environment

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ANNEXURE – I c) External factors that would be considered for

expansion plan, product expansion plan, modernisation
declaration of dividend:
plan, diversification of business and balancing the
The Board of Directors of the Company would
capital structure by de-leveraging the Company).
consider the following external parameters while
declaring e) Provisions in regard to various classes of shares:
DIVIDEND DISTRIBUTION POLICY dividend or recommending dividend to shareholders:

consideration the financial performance of the The provisions contained in this policy shall apply
1. OBJECTIVE Company, the advice of executive management, and • Any significant changes in macro-economic
to all classes of Shares of the Company. Currently,
other parameters described in this policy. Among environment affecting India or the geographies
This policy applies to the distribution of the Company does not have any other class of
other considerations, broadly, dividend may in which the Company operates, or the business
dividend by FSN E-Commerce Ventures shares (including shares with differential voting
not be declared if the Board believes there is a of the Company or its clients;
Limited (the “Company”) in accordance with the rights) other than equity shares.
provisions of the Companies Act, 2013 (“Act”) need to conserve capital for growth or other • Any political, tax and regulatory changes in the
and the SEBI (Listing Obligations and Disclosure exigencies. geographies in which the Company operates; 4. REVIEW
Requirements) Regulations, 2015, as amended • Any significant change in the business or This policy will be reviewed and amended as and
(Listing Regulations). b) The financial /internal parameters that would
technological environment resulting in the when required by the Board.
be considered while declaring dividend:
This Policy shall come into force from the date Company making significant investments
The Board of Directors of the Company would 5. DISCLOSURE OF THE POLICY
of listing of equity shares of the Company on to effect the necessary changes to its
consider the following financial parameters while
the stock exchanges. business model; This policy will be uploaded on the website of the
declaring dividend or recommending dividend
Company. The Company also announces from time
to shareholders: • Any change in inflation;
2. DEFINITIONS to time its capital allocation policy which is available
The terms referred to in the policy will have the same • Capital allocation plans or growth plans (both, • Cost of external financing or cost of raising funds at www.nykaa.com
meaning as defined under the Act and the Rules made organic and inorganic) including: from alternate sources;
thereunder, and the Listing Regulations. 6. LIMITATION AND AMENDMENT
o Expected cash requirements ofthe Company • Any changes in the competitive environment
towards working capital, capital expenditure requiring significant investment. In the event of any conflict between the provisions
3. BACKGROUND in technology and Infrastructure etc.; of this policy and of the Act or Listing Regulations
SEBI has, through its notification dated July 08, 2016, d) Policy as to how the retained earnings shall be or any other statutory enactments, rules, the
o Investments required towards execution of provisions of such Act or Listing Regulations or
released the Securities and Exchange Board of India utilised:
the Company’s strategy; statutory enactments, rules shall prevail over this
(Listing Obligations and Disclosure Requirements) The Company would utilise the retained earnings
(Second Amendment) Regulations, incorporating o Funds required for any acquisitions that the policy. Any subsequent amendment/modification in
of the Company in a manner which is beneficial to
Regulation 43 A – Dividend Distribution Policy Board of Directors may approve; and the Listing Regulations, Act and/or applicable laws in
the interest of the Company and its stakeholders,
requiring the top five hundred listed entities based this regard shall automatically apply to this policy.
o Any share buy-back plans. including, but not limited to ensuring maintenance
on market capitalisation (calculated as on of a healthy level of liquidity, meeting the This policy is available on the Company’s website at:
March 31 of every financial year) to formulate a • Financial performance of the Company for the Company’s future business growth/expansion and
dividend distribution policy which shall be year for which dividend is recommended; https://www.nykaa.com/media/wysiwyg/2021/Investors-
strategic plans or such other purpose the Board may
disclosed in their annual reports and on their Relations/pdfs/10-11/Dividend-Distribution-Policy.pdf
• Dividend payout trends (the dividend deem fit from time to time in the interest of the
websites. Company and its stakeholders (including but not
payout ratio will be calculated as a
This policy sets out the parameters and circumstances percentage of dividend (including dividend limited to market
that will be taken into account by the Board of tax, as applicable) recommended for the year
Directors of the Company in determining the to the net profit for that year);
distribution of dividend to its shareholders • Tax implications if any, on distribution
and/or retaining profits earned by the Company. of dividends;
This policy is not an alternative to the decision of • Cost of raising funds from alternate
the Board of Directors for recommending dividend, sources of capital;
which is made every year after taking into
consideration all the relevant circumstances • Any interim dividend paid;
enumerated hereunder or other factors as may be
• Minimum cash required for contingencies
considered relevant by the Board of Directors.
or unforeseen events;
The CFO and Compliance Officer of the Company
• Funds required to service any outstanding loans;
will be jointly responsible for administration
and compliance of this Policy. • Liquidity and return ratios;
• Cash flows;
a) The circumstances under which the
shareholders may or may not expect dividend: • Earning stability;
The Company shall comply with the relevant statutory • Any other significant developments or corporate
requirements that are applicable to the Company in actions (including but not limited to capital
declaring dividend or retained earnings. Generally, restructuring, debt reduction and capitalisation
the Board shall determine the question of declaration of shares) that require cash investments.
of dividend for a particular period after taking into
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ANNEXURE – PART - B: Associates And Joint Ventures
Form AOC-1 II Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint
Ventures Not Applicable
Statement containing salient features of the financial statement
of subsidiaries/ associate companies/ joint ventures Name of Associates/Joint Ventures
1. Latest audited Balance Sheet Date
(Pursuant to flrst proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules,
2014) Shares of Associate/Joint Ventures held by the Company on the year end
2. Shares of Associate/Joint Ventures held by the Company on the year end
i. Number
PART - “A”: Subsidiaries
ii. Amount of Investment in Associates/Joint Venture
(Information in respect of each subsidiary to be presented with amounts in ` millions)
Sr. iii. Extend of Holding %
No. Particulars Details
3. Description of how there is significant influence
1 Name of the subsidiary FSN Brands Nykaa Nykaa-KK Nykaa FSN FSN Dot & Key 4. Reason why the associate/joint venture is not consolidated
Marketing E-Retail Beauty Pvt. Fashion Pvt. International Distribution Wellness
Pvt. Ltd. Pvt. Ltd. Ltd. Ltd. Pvt. Pvt. Ltd. Private 5. Net worth attributable to shareholding as per latest audited Balance Sheet
Ltd.* Limited# 6. Profit/Loss for the year
2 The date since when the subsidiary (since incorporation) 28.09.2021 i. Considered in Consolidation
was acquired
ii. Not Considered in Consolidation
3 Reporting period for the subsidiary 31.03.2022
concerned, if different from the Notes: The following information shall be furnished at the end of the statement.
holding Company’s reporting
period 1. Names of associates or joint ventures which are yet to commence operations: None
4 Reporting currency and Exchange - 2. Names of associates or joint ventures which have been liquidated or sold during the year: None
rate as on the last date of
relevant Financial year in the case Note: This Form is to be certified in the same manner in which the Balance Sheet is to be certified.
the of foreign subsidiaries
5 Share capital 1,020.00 95.10 10.00 250.10 51.00 0.10 13.57
For and on behalf of the Board of Directors
6 Reserves & surplus (816.20) 2,045.47 58.11 (858.76) (22.70) (48.28) 444.25
7 Total assets 5,268.85 10,402.76 302.73 2,104.23 74.20 29.15 536.61
Falguni Nayar Milan Khakhar
8 Total Liabilities 5,065.04 8,262.19 234.62 2,712.89 45.90 77.33 78.79
Executive Chairperson, Managing Director & CEO Non-Executive Director
9 Investments - - - - - - -
DIN: 00003633 DIN: 00394065
10 Turnover 6,159.71 31,906.29 275.60 3,294.47 31.17 - 155.75
11 Profit/(Loss) before tax (404.17) 1,122.44 53.27 (843.47) (23.47) (64.51) (53.64)
Arvind Agarwal Rajendra Punde
12 Less: Provision for taxation
Chief Financial Officer Company Secretary
-Current Tax - 367.01 14.90 - - - -
ACS M. No. A9785
-Deferred Tax (97.07) (90.41) (0.99) (214.60) (1.65) (16.23) (18.60)
13 Profit/(Loss) after tax (307.10) 845.84 39.36 (628.87) (21.82) (48.28) (35.05)
Place: Mumbai
14 Proposed Dividend - - - - - - -
Date: May 27, 2022
15 % of shareholding 100% 100% 51% 100% 100% 100% 51%
*On consolidated basis including its wholly-owned subsidiaries i.e. FSN Global FZE and Nykaa International UK Limited
#Details considered in line with consolidated financial statement from the date of acquisition.
Notes: The following information shall be furnished at the end of the statement:
1. Names of subsidiaries which are yet to commence operations – FSN Distribution Private Limited and Nykaa
International UK Limited
2. Names of subsidiaries which have been liquidated or sold during the year – None
ARE
ANNEXURE – III Classification of the Board Five) Meetings of various Committees

(including those Committees of board, which were
REPORT ON CORPORATE GOVERNANCE Board Classification restructured/ reorganised during the year under
review) and 1 Independent Directors Meeting.
The maximum gap
1. THE COMPANY’S PHILOSOPHY ON 30%

between any two consecutive meetings was less than
Executive Director
CORPORATE GOVERNANCE Whistle-Blower Policy, Policy on Insider Trading and one hundred and twenty days, as stipulated under
NYKAA’s philosophy and ideology on Corporate Related Party Transactions Policy. Non-Executive Director 20%
the Act, Regulation 17 of the Listing
Governance are driven by our values and principles, Independent Director 50% Regulations and Secretarial Standards. The
This report is prepared in accordance with
the provisions of the Securities and Exchange requisite quorum was present at all the meetings.
Board In view of the massive
which are imbibed at all levels in the Company outbreak caused due to COVID-19 pandemic and
to ensure that we gain and retain the trust of of India (Listing Obligations and Disclosure Number of % to total severe restrictions imposed to contain the spread,
Category
our Requirements) Regulations, 2015, as amended Directors number of
Directors
stakeholders. Good governance practices are a norm including travel in most parts of the Country, all the
(“Listing Regulations”) and the report contains 3 30
at the Company. The Company and its subsidiaries Executive Directors Committee and Board Meetings were held through
the details of Corporate Governance systems and 5 50
have a wider range of stakeholders like shareholders Independent Directors
Video Conferencing facility (VC) during the
processes at FSN E-Commerce Ventures Limited.
year
and investors, customers, business partners etc. and There are no non-compliances of any requirements of Non-executive and Non- 2 20 under review. All Directors were provided VC facility
the Company recognises that these relationships make
Corporate Governance Report, as per sub-paras (2) to Independent Directors to participate in the Meetings of the Board and
up an important portion of our overall corporate value.
The Company is committed to focus on long-term (10) of Schedule V Part C of the Listing Regulations. Woman Directors 4 40 of Committees.
value creation and protecting stakeholders’
2. BOARD OF DIRECTORS Board Procedures and flow of information The Composition and categories of the Directors
interests by applying proper care, skill and diligence to
business decisions. To achieve this objective, the on the Board, their attendance at Board meetings
The Board is at the core of the corporate governance The Board/Committee meetings are pre-scheduled,
company is ensuring fair and transparent decision- system of the Company. The Board is committed and a tentative annual calendar of the Board and at the last Annual General Meeting (‘AGM’)
making and bolstering dynamic management towards compliance of sound principles of and Committee meetings is circulated to the held during the financial year 2021-22:
through swift and decisive decision-making based on corporate governance and plays a crucial role in Directors well in advance to facilitate them to None of the Directors of the Company is a Member
an effective use of the corporate resources. overseeing how the management serves the plan their schedule and to ensure meaningful of more than 10 (Ten) Committees or a
Our legacy of deep commitment and care for short and long-term interests of the members and participation in the meetings. However, in case of Chairman/ Chairperson of more than 5 (Five)
our stakeholders resonates throughout the other stakeholders. This belief is reflected in the special and urgent business needs, the Board’s committees across all the Listed Companies in which
organisation. Our vision of bringing inspiration and governance practices of the Company, under which approval is taken by passing resolutions by he/she is a Director, as per Regulation 26(1) of the
joy to people, everywhere, everyday guides our it strives to maintain an effective, informed and circulation, as permitted by law, which are noted and Listing Regulations. Further as mandated by
organisational decisions and anchors our every independent Board. confirmed in the subsequent Board Meeting. Regulation 17A of Listing Regulations, no
action. Value creation is a cornerstone and is being In order to facilitate effective discussions at the Board Director of the Company serves as Director in
The Boards operations are duly supported by Executive
consistently followed. Over the last 10 years, we at meetings, the agenda is bifurcated into items requiring more than seven listed companies, as an
Chairperson, Managing Director and Chief Executive
Nykaa, have developed a strong set of values and approval and items which are to be noted by the Board. Independent Director in more than seven listed
Officer, Executive Directors, Key Managerial
profound principles, where “be the customer’s Clarification/queries, if any, on the items which are companies and in case he/she is serving as a Whole-
Personnel (“KMPs”) and the Senior Management,
champion” and “sustainability in every action” are to be noted/taken on record by the Board are Time Director/ Managing Director in any listed
while discharging its fiduciary duties and in
vital. We are committed to the highest standards sought and resolved before the meeting itself. This company, does not hold the position of
ensuring effective functioning of your Company.
of Corporate Governance and have in place ensures focused and effective discussions at the Independent Director in more than three listed
appropriate structures and reporting systems. meetings. companies. Further, all Directors have informed
Board Composition
In order to have a robust governance, we have about their Directorships and Committee
An independent and well-informed Board goes a long Number of Board/Committee Meetings
a multi-tiered governance structure with memberships/chairmanships including any
way in protecting the stakeholders’ interest.
defined roles and responsibilities of every A total of 64 (Sixty-Four) Board/Committee changes in their positions. Relevant details of the
constituent of the system. The Board is the apex The composition of your Company’s Board represents Meetings were held during the year under Board of Directors as on March 31, 2022 are
body constituted by the shareholders to oversee the an optimal mix of professionalism, knowledge and review comprising 18 (Eighteen) Board Meetings, given below:
company’s overall functioning. They are experience that enables the Board in discharging its 45 (Forty-
responsible for providing
strategic supervision, overseeing the management responsibilities and providing effective leadership and
performance and governance of the Company on support to the business. The composition, diversity No. of Board Meetings held and attended during Whether attended
behalf of the shareholders and other stakeholders. and strength of the Board is reviewed from time to Name Category FY 2021-22 last AGM held on
The Board exercises independent judgement and plays time for ensuring that the same is in line with Held Entitled Attended September 29, 2021
the
a vital role in the oversight of the Company’s affairs. applicable laws and also that it remains aligned with Ms. Falguni Nayar Promoter, Executive 18 18 18 √
While the Company’s day to day affairs are managed the strategy and long-term needs of the Company. Chairperson, Managing
by a competent management team under the Director and Chief
overall
supervision of the Board. The composition of your Board is in conformity with Executive Officer
Regulation 17(1) of the Listing Regulations and the Mr. Sanjay Nayar Promoter, Non- 18 17 16 √
The Board has constituted several Committees to Companies Act, 2013 (‘Act’). As on March 31, Executive Director
focus on well-defined areas of responsibility, with a 2022, your Company has 10 (Ten) Directors
mandate to make time-bound recommendations. The including an Executive Chairperson, Managing
Company has also adopted various Codes/Policies Director & Chief Executive Officer and two other
towards achieving the best corporate governance Executive Directors. Out of 7 (Seven) Non-
practices which inter alia includes Code of Executive Directors, 5 (Five) are Independent
Conduct for Board and Senior Management, Vigil Directors. The profile of Directors can be found at
Mechanism/ our website at www.nykaa.com
Mr. Anchit Nayar Executive Director 18 18 17 √
Ms. Adwaita Nayar Executive Director 18 18 18 ×
Ms. Alpana Parida Independent Director 18 18 15 ×
Ms. Anita Ramachandran Independent Director 18 18 17 √
Mr. Milind Sarwate Independent Director 18 13 12 √

ARE
No. of Board Meetings held and attended during Whether attended last No. of Directorships Membership and Number
Name Category FY 2021-22 AGM held on in other Indian Chairmanship of the of Equity
Directorship held in other
September 29, 2021 Name of Relation with Public Limited Committees of the Board shares held
Held Entitled Attended Listed entities
Director other Directors along with Category Companies (As on of other Companies* (As on
Mr. Milan Khakhar Non-Executive Director 18 18 17 √ March 31,
March 31, 2022) Chairman/
Independent Director 18 12 4 × Member
Mr. Seshashayee Sridhara Chairperson 2022)
Mr. Pradeep Parameswaran Independent Director 18 13 6 × Ms. Adwaita • Daughter of Ms. - - - - 30,060
Nayar Falguni Nayar and Eq. Shares
Details of Board Meeting Mr. Sanjay Nayar (0.01%)
• Sister of Mr. Anchit
18 (Eighteen) Board meetings were held during the financial year, as against the statutory requirement of 4 (Four) Nayar
meetings. The details of Board meetings are given below: Ms. Alpana - Independent Director of 4 - 2 1,79,967
Parida GRP Limited and Cosmo Eq. Shares
Sr. Films Limited (0.04%)
Date Board Strength No. of Directors present % of Directors present
No.
- Ms. Anita Independent Director of 8 2 5 73,064
1 April 9, 2021 12 11 92 Metropolis Healthcare Eq. Shares
Ramachandran
2 June 8, 2021 12 11 92 Limited, Happiest Minds (0.02%)
June 30, 2021 12 11 92 Technologies Limited,
3 Rane (Madras) Limited
4 July 9, 2021 12 10 83 and Grasim Industries
5 July 15, 2021 8 8 100 Limited
Mr. Milind - Independent Director 8 3 5 10,526
6 July 26, 2021 11 8 73
Sarwate of Sequent Scientific Eq. Shares
7 July 30, 2021 10 7 70 Limited, Mahindra and (0.00%)
8 August 19, 2021 10 7 70 Mahindra Financial
Services Limited,
9 August 31, 2021 10 10 100
Matrimony.com Limited,
10 September 18, 2021 10 8 80 Asian Paints Limited and
September 27, 2021 10 8 80 Metropolis Healthcare
11
Limited
12 October 20, 2021 10 7 70
Mr. Milan - Managing Director of 3 - 1 Nil
13 November 2, 2021 10 7 70 Solid Stone Company
Khakhar
14 November 8, 2021 10 9 90 Limited
Mr. Seshashayee
- - - - - Nil
15 November 14, 2021 10 7 70
Sridhara
16 November 14, 2021 10 10 100
Mr. Pradeep - - - - - 5,264 Eq.
17 February 14, 2022 10 9 90 Parameswaran Shares
18 March 17, 2022 10 9 90 (0.00%)
*For the purpose of considering the limit of Committee membership and chairmanship of a Director, membership and chairmanship of Audit Committee
The relation of Directors inter se with each other, names of other Indian listed entities where Directors of the and Stakeholders Relationship Committee of public companies have been considered. Also excludes the membership & chairmanship in FSN E-Commerce
Company hold directorship, its category and the number of directorships and committee Chairmanships/ Ventures Limited.
Memberships held by them in other public limited companies as on March 31, 2022, is given below:
Matrix setting out the core skills/ expertise/ competence of the Board of Directors
No. of Directorships Membership and Number Your Board comprises of qualified members who collectively bring in the skills, expertise and competencies stated
Directorship held in other in other Indian Chairmanship of the of Equity below that allow them to make effective contribution to the Board and its Committees as required in context of
Name of Relation with Public Limited Committees of the Board shares held its business sector and to ensure highest standards of corporate governance. The Directors have identified the
Listed entities of other Companies*
Director other Directors along with Category Companies (As on (As on
list of core skills/expertise/competencies as required for them to function effectively and the Board believes that
March 31,
Directors
March 31, 2022) Chairman/ Member
Chairperson 2022) of the Company possess these skills/expertise/competencies, which helps the Company function effectively. While
Ms. Falguni • Spouse of Mr. Independent Director of 3 - 1 NIL all the Board members possess the skills identified, their respective area of core expertise is given below:
Nayar Sanjay Nayar Dabur India Limited and
• Mother of Mr. ACC Limited
Anchit Nayar and
Ms. Adwaita Nayar Adwaita Nayar
Mr. Sanjay • Spouse of Ms.
Nayar Falguni Nayar
• Father of Mr.
Anchit Nayar and
Ms. Adwaita Nayar
Mr. Anchit • Son of Ms. Falguni
Nayar Nayar and Mr.
Sanjay Nayar
• Brother of Ms.
Business Strategy √ √ √ √ √ √ √ √ √ √
- - - - - 1,60,080
- Eq. Shares (0.03%) Marketing – digital, √ √ √ √ √ √ - √ √ √
NIL Consumer & E
commerce
Industry knowledge √ √ √ √ √ √ √ √ √ √
ARE
Anita Pradeep The details of familiarisation programmes imparted for decision-making and enhance the
Core Area of Falguni Sanjay Anchit Adwaita Alpana Milind Milan Seshashayee
Expertise Nayar Nayar Nayar Nayar Parida
Rama-
Sarwate Khakhar Sridhara
Parames- to Independent Directors are also disclosed objectivity and independence of the Board’s
chandran waran on the Company’s website:https://www.nykaa.com/ judgement. The Members constituting the
Brand Building √ √ √ √ √ - - √ √ √ media/wysiwyg/2021/Investors-Relations/pdfs/10- Committees are majority Independent Directors and
Governance √ √ √ √ √ √ √ √ √ √ 11/Code-of-Conduct-for-Board-and-Senior- each Committee is guided by its Charter or Terms of
and Regulatory Management.pdf Reference, which outlines the composition, scope,
oversight roles & responsibilities of the Committees. The
Directors and Officers Insurance Chairperson of the Committees apprises the Board
Financial literacy √ √ √ √ √ √ √ √ √ √
The Company has undertaken Directors and Officers about the executive summary of the discussions
Human Capital √ √ √ √ √ √ - √ - - insurance (‘D and O insurance’) for all its Directors, held and decisions arrived at the Committee
Management including independent directors, for a quantum and Meetings.
During the year, all recommendations of the
M&A, Investment √ √ √ √ - - √ √ - √ risks as determined by the Board of directors of
Management, Risk the Company. Committees of the Board which were
Management mandatorily required have been accepted by
3. COMMITTEES the Board. The Company currently has six
The Board Committee are the pillars of the governance board level committees namely Audit committee,
Nomination
The Company did not have any pecuniary relationship and Remuneration Committee, Stakeholders’
or transactions with Non-Executive Directors All Independent Directors of the Company have been structure of the Company. The Board Committees are
Relationship Committee, Risk Management
during the financial year ended March 31, appointed as per the provisions of the Act and formed as a means of improving board effectiveness
Committee, Corporate Social Responsibility &
2022 except for payment of sitting fees, the Listing Regulations. The terms and conditions of and efficiency in areas where more focused,
Environmental, Social, and Governance Committee
commission and reimbursement of expenses incurred their appointment are disclosed on the Company’s specialised and technically oriented discussions are
and Fundraise and Investment Committee.
in the discharge of their duties. None of the Directors website required. These committees prepare the groundwork
hold convertible instruments of the Company. https://www.nykaa.com/media/wysiwyg/2021/
Investors-Relations/pdfs/10-11/Terms- and- COMPOSITION OF THE COMMITTEES
Conditions- of- Appointment- of- ndependent-
Code of Conduct that the Independent Directors fulfil the Directors.pdf

Your Company firmly believes that with conditions of independence specified in the
success comes more responsibility & Listing Regulations and the Act and are Separate Meeting of Independent Directors
accountability of being a credible corporate citizen independent of the Management of the Schedule IV of the Act, Listing Regulations and Secretarial Standard – 1 on Meetings of the Board of Directors mandates
with highest standards of compliance & Company. that the Independent Directors of the Company hold at least one meeting in a year, without the attendance of Non-
governance. Your Company has adopted a Independent Directors.
Code of Conduct for its Directors and Senior
The Independent Directors Meeting was held on March 28, 2022. The Independent Directors, inter alia, discussed and
Management which reflects the values
reviewed performance of Non-Independent Directors, the Board as a whole, Chairperson of the Company and assessed the
cherished and practised at the organisation. The same
quality, quantity and timeliness of flow of information between the Company’s management and the Board that is necessary for the
is hosted on the website of your Company at
Board to effectively and reasonably perform their duties.
https://
www.nykaa.com/media/wysiwyg/2021/Investors- In addition to formal meetings, frequent interactions outside the Board Meetings also take place between the Independent Directors and
Relations/pdfs/10-11/Code-of-Conduct-for-Board- with the Chairperson, and rest of the Board.
and-Senior-Management.pdf.
Familiarisation Programme for Independent Directors
All the Board Members and Senior
Management Personnel have affirmed The Company’s familiarisation programmes for its Independent Directors includes an overview of the business model of the Company and
compliance with the applicable Code of Conduct. A its subsidiaries, the socio-economic environment in which the Company operates, the operational and financial performance of the
declaration signed by the Executive Chairperson, Company and the significant developments taking place on a continuous basis. The Company also familiarise the independent directors
Managing Director and Chief Executive Officer to with their roles, rights and responsibilities in the Company.
this effect is enclosed at the end of this Report.
Independent Directors
The Company has received declarations from the
Independent Directors that they meet the criteria
of Independence laid down under the Act and the
Listing Regulations. The Independent Directors have
also confirmed that they have registered
themselves in the databank of persons offering
to become Independent Directors.
The Board of Directors, based on the declaration(s)
received from the Independent Directors, have
verified the veracity of such disclosures and confirm
The composition of the Committees is in 4. Mr. Seshashayee Sridhara 3. Mr. Milan Khakhar 3. Ms. Adwaita Nayar
accordance with the provisions of the 5. Mr. Milan Khakhar
Listing Regulations and the Act, details of
6. Mr. Anchit Nayar Stakeholders’ Relationship Committee Fundraise and Investment Committee
which are as follows:
1. Ms. Alpana Parida (Chairperson) 1. Ms. Falguni Nayar (Chairperson)
Audit Committee Nomination and Remuneration Committee 2. Mr. Anchit Nayar and 2. Mr. Sanjay Nayar
1. Mr. Milind Sarwate (Chairperson)
3. Ms. Adwaita Nayar 3. Mr. Milind Sarwate
Mr. Sanjay Nayar (Chairperson) Social, and
Governance Committee 4. Mr. Anchit Nayar and
2. Ms. Anita Ramachandran
Mr. Pradeep Parameswaran 1. Ms. Anita Ramachandran (Chairperson) 5. Mr. Milan Khakhar
3. Ms. Anita Ramachandran (Chairperson)
Ms. Alpana Parida Mr. Rajendra Punde, Head – Legal, Company Secretary and Compliance Officer, is the secretary of all the
Mr. Sanjay Suri (Chief Technology Officer) 2. Ms. Alpana Parida
Mr. Sanjay Nayar and
Committees constituted by the Board.

ARE
Meetings of Committees held during the year and directors’ attendance:

5. Reviewing, with the management, the quarterly, where there is suspected fraud or irregularity
Nomination and Stakeholders’ Corporate Social Responsibility
half yearly and annual financial or a failure of internal control systems of a
Committees of the Risk Management statements before submission to the board material nature and reporting the matter to
Audit Committee Remuneration Relationship & Environmental, Social, and
Company Committee
Committee Committee Governance Committee for approval; the Board;
Meetings held 13 10 1 2 5 18. Discussion with statutory auditors before
6. Reviewing, with the management, the statement
Directors’ Attendance of uses/application of funds raised through an the audit commences, about the nature and
Milind Sarwate 8/8 * * * * issue (public issue, rights issue, preferential issue, scope of audit as well as post-audit discussion to
Alpana Parida 11/13 6/7 1/1 * * etc.), the statement of funds utilised for purposes ascertain any area of concern;
Anchit Nayar 13/13 * 1/1 * * other than those stated in the issue document/ 19. Looking into the reasons for substantial defaults
prospectus/ notice and the report submitted by in the payment to the depositors,
Anita Ramachandran 13/13 10/10 * * 5/5
the monitoring agency monitoring the utilisation debenture holders, shareholders (in case of
Seshashayee Sridhara 2/8 * * * * of proceeds of a public or rights issue, and making non-payment of declared dividends) and
Milan Khakhar 7/8 10/10 * * * appropriate recommendations to the Board to creditors;
Adwaita Nayar * 3/3 1/1 * 5/5 take up steps in this matter;
20. Recommending to the board of Directors
Falguni Nayar * 4/4 * * * 7. Reviewing and monitoring the auditor’s the appointment and removal of the external
Sanjay Nayar * * * 2/2 4/4 independence and performance, and auditor, fixation of audit fees and approval for
* * * 2/2 *
effectiveness of audit process; payment for any other services;
Sanjay Suri
Pradeep Parmeswaran * * * 1/2 * 8. Formulating a policy on related party 21. Reviewing the functioning of the whistle
*Not a Member of the Committee
transactions, which shall include materiality of blower mechanism;
related party transactions;
22. Approval of the appointment of the Chief
9. Approval or any subsequent modification of Financial Officer of the Company (“CFO”)
(i.e. the whole-time finance director or any
Fundraise and Investment Committee was constituted transactions of the Company with related investigations by the internal auditors into matters
2. Recommendation for appointment, re-
w.e.f. March 17, 2022 and no meeting was held during parties and omnibus approval for related party
appointment and replacement, remuneration
the year under review. transactions proposed to be entered into by
and terms of appointment of auditors,
the Company subject to such conditions as
including the internal auditor, cost auditor and
DETAILS OF COMMITTEES may be prescribed;
statutory auditor, of the Company and the
Audit Committee fixation of audit fee; Explanation: The term “related party transactions”
shall have the same meaning as provided in Clause
3. Approval of payments to statutory auditors for
Terms of Reference 2(zc) of the SEBI Listing Regulations and/or
any other services rendered by the
The scope and function of the Audit committee is the applicable Accounting Standards and/or the
statutory auditors of the Company;
in accordance with Section 177 of the Companies Companies Act, 2013.
Act, 2013 and Regulation 18 of the SEBI Listing 4. Reviewing, with the management, the annual
10. Review, at least on a quarterly basis, the details
Regulations and its terms of reference are as follows: financial statements and auditor’s report thereon
of related party transactions entered into
before submission to the Board for approval, with
by the Company pursuant to each of the
(i) The Audit Committee shall have powers, which particular reference to:
omnibus approvals given;
should include the following: (a) Matters required to be included in the
11. Scrutiny of inter-corporate loans and investments;
1. To investigate any activity within its terms Director’s Responsibility Statement to be
of reference; included in the Board’s report in terms of 12. Undertaking or supervising valuation of
clause (c) of sub-section 3 of Section 134 undertakings or assets of the Company,
2. To seek information from any employee
of the Companies Act; wherever it is necessary;
of the Company;
(b) Changes, if any, in accounting policies 13. Evaluation of internal financial controls and
3. To obtain outside legal or other professional
and practices and reasons for the same; risk management systems;
advice;
(c) Major accounting entries involving estimates 14. Reviewing, with the management, performance
4. To secure attendance of outsiders with relevant
based on the exercise of judgement by of statutory and internal auditors, adequacy of
expertise if it considers necessary; and
the management of the Company; the internal control systems;
5. Such powers as may be prescribed under the
(d) Significant adjustments made in the financial 15. Reviewing the adequacy of internal audit
Companies Act and SEBI Listing Regulations.
statements arising out of audit findings; function, if any, including the structure of
the internal audit department, staffing and
(ii) The role of the Audit Committee shall include the (e) Compliance with listing and other
seniority of the official heading the department,
following: legal requirements relating to
reporting structure coverage and frequency of
1. Oversight of the Company’s financial reporting financial statements;
internal audit;
process, examination of the financial (f) Disclosure of any related party
statement and the auditors’ report thereon 16. Discussion with internal auditors of any
transactions; and
and the disclosure of its financial information significant findings and follow up there on;
to ensure that the financial statement is (g) Qualifications/modified opinion(s) in
17. Reviewing the findings of any internal
correct, sufficient and credible; the draft audit report.
other person heading the finance function Terms of Reference of Audit advances from/investment by the holding its shareholders; and
or discharging that function) after assessing Committee from time to time; Company in the subsidiary exceeding ` 29. Carrying out any other functions as may
the qualifications, experience and background, 25. Establishing a vigil mechanism for 100 crores or 10% of the asset size of the be required/mandated and/or delegated by
etc. of the candidate; Directors and employees to report subsidiaries, whichever is lower including the Board as per the provisions of the Companies
23. Carrying out any other functions as their genuine concerns or existing loans/ advances/ investments Act, 2013, SEBI Listing Regulations, uniform
provided under the provisions of the grievances; existing as on the date of coming into listing agreements and/or any other applicable
Companies Act, the SEBI Listing force of this provision; laws or by any regulatory authority and
26. Carrying out any other function as is
Regulations and other applicable laws; mentioned in the terms of reference of 28. To consider and comment on rationale, performing such other functions as may be
24. To formulate, review and make the Audit Committee; cost- benefits and impact of schemes necessary or appropriate for the
recommendations to the Board to amend the involving merger, demerger, performance of its duties.
27. Reviewing the utilisation of loans and/or amalgamation etc. on the Company and

ARE
(iii)The Audit Committee shall mandatorily review Sarwate, the Chairman of the Audit
Video Conferencing facility on September 29, 2021 to address 4. Formulation of criteria for evaluation of performance
the following information: Committee was present at the 9th AGM of
the Shareholders’ queries pertaining to Annual Accounts and of independent Directors and the Board;
1. Management discussion and analysis of financial the Company held through
Financial Results of the Company.
condition and results of operations; 5. Devising a policy on Board diversity;
During the year under review, all the recommendations made by
2. Management letters/letters of internal control the Audit Committee were accepted by the Board. 6. Identifying persons who are qualified to become
weaknesses issued by the statutory auditors of Directors of the Company and who may be appointed
the Company; Vigil Mechanism/Whistle-Blower Policy in senior management in accordance with the criteria
laid down and recommend to the Board their
3. Internal audit reports relating to internal The Vigil Mechanism/Whistle-Blower Policy has been explained appointment and removal. The Company shall disclose
control weaknesses; in detail in the Directors’ Report. the remuneration policy and the evaluation criteria in
4. The appointment, removal and terms of its annual report;
Nomination and Remuneration Committee Terms of
remuneration of the chief internal auditor.
7. Analysing, monitoring and reviewing various human
5. Statement of deviations: Reference resource and compensation matters including the
The scope and function of the Nomination and compensation strategy;
• quarterly statement of deviation(s)
Remuneration Committee is in accordance with Section 178 of
including report of monitoring agency, 8. Determining the Company’s policy on specific
the Companies Act read with Regulation 19 of the SEBI Listing
if applicable, submitted to stock exchange(s) remuneration packages for executive Directors
Regulations and its terms of reference are as follows:
in terms of Regulation 32(1) of the including pension rights and any compensation
SEBI Listing Regulations; and 1. To allot equity shares upon exercise of Employee Stock payment, and determining remuneration packages of
Options under the ESOP Scheme(s); such Directors;
• annual statement of funds utilised for
purposes other than those stated in 2. Formulation of the criteria for determining 9. Recommending the remuneration, in whatever form,
the issue qualifications, positive attributes and independence of a payable to Non-Executive Directors and to the senior
document/prospectus/notice in terms director and recommend to the Board a policy, relating to management personnel and other staff (as deemed
of Regulation 32(7) of the SEBI the remuneration of the Directors, key managerial necessary);
Listing Regulations; personnel and other employees;
10. Reviewing and approving compensation strategy from
6. To review the financial statements, in particular, The Nomination and Remuneration Committee, while time to time in the context of the then current Indian
the investments made by any unlisted formulating the above policy, should ensure that: market in accordance with applicable laws;
subsidiary; and a) the level and composition of remuneration be
11. Determining whether to extend or continue the term
7. Such information as may be prescribed under the reasonable and sufficient to attract, retain and motivate
of appointment of the Independent Director, on
Companies Act and SEBI Listing Regulations. Directors of the quality required to run our Company
the basis of the report of performance evaluation of
successfully;
The Audit Committee shall have authority to Independent Directors;
investigate into any matter in relation to the items b) relationship of remuneration to performance is
clear and meets appropriate performance 12. Perform such functions as are required to be
as set out above or referred to it by the Board performed by the compensation committee under
and for this purpose shall have the power to seek benchmarks; and
the Securities and Exchange Board of India (Share
information from any employees, obtain outside c) remuneration to Directors, key managerial Based Employee Benefits) Regulations, 2014;
legal or other professional advice from external personnel and senior management involves a
sources, have full access to information contained balance between fixed and incentive pay 13. Administering the employee stock option scheme/
in the records of the Company and secure the reflecting short and long-term performance plan approved by the Board and shareholders of
attendance of outsiders with relevant expertise, if it objectives appropriate to the working of the the Company in accordance with the terms of
considers necessary. Company and its goals. such scheme/plan (“ESOP Scheme”) including
the following:
3. For every appointment of an independent director, the
Details of Audit Committee Meeting Nomination and Remuneration Committee shall (i) Determining the eligibility of employees to
The Committee met 13 (Thirteen) times during the year evaluate the balance of skills, knowledge and experience participate under the ESOP Scheme;
under review on April 08, 2021, May 18, 2021, June 07, on the Board and on the basis of such evaluation, prepare
2021, June 29, 2021, July 26, 2021, August 31, a description of the role and capabilities required of an (ii) Determining the quantum of option to be
2021, independent director. The person recommended to the granted under the ESOP Scheme per employee
September 14, 2021, September 08, 2021, Board for appointment as an independent director shall have and in aggregate;
September the capabilities identified in such description. For the (iii) Date of grant;
27, 2021, November 14, 2021, December 14 , 2021, purpose of identifying suitable candidates, the Committee
February 09, 2022 and March 16, 2022 as against may: (iv) Determining the exercise price of the
the statutory requirement of four meetings and the option under the ESOP Scheme;
a) use the services of an external agencies, if
attendance is given in the report. The requisite quorum was (v) The conditions under which option may vest in
required;
present at all the meetings of the Audit Committee. employee and may lapse in case of termination
b) consider candidates from a wide range of
of employment for misconduct;
General backgrounds, having due regard to diversity; and
As required under the Secretarial Standards, the Chairman c) consider the time commitments of the candidates. (vi) The exercise period within which the employee
of the Committee or, in his absence, any other Member should exercise the option and that option would
of the Committee authorised by him on his behalf shall
attend the General Meeting of the Company. Mr. Milind
lapse on failure to exercise the option within (x) The grant, vest and exercise of option issues, merger, sale of division and others. In 14. Construing and interpreting the employee
the exercise period; in case of employees who are on long this regard following shall be taken into stock option scheme/plan approved by the
leave; consideration: Board and shareholders of the Company in
(vii) The specified time period within which
accordance with the terms of such scheme/plan
the employee shall exercise the vested (xi) Allow exercise of unvested options on • the number and the price of stock
(“ESOP Scheme”) and any agreements defining the
option in the event of termination or such terms and conditions as it may option shall be adjusted in a manner such
rights and obligations of the Company and eligible
resignation of an employee; deem fit; that total value of the option to the
employees under the ESOP Scheme, and prescribing,
employee remains the same after the
(viii)The right of an employee to exercise all (xii) The procedure for cashless exercise of options; amending and/or rescinding rules and regulations
corporate action;
the options vested in him at one time or at relating to the administration of the ESOP
(xiii)Forfeiture/ cancellation of options granted;
various points of time within the exercise • for this purpose, global best practices Scheme;
period; (xiv) Formulating and implementing in this area including the procedures
15. Framing suitable policies, procedures and systems to
the procedure for making a fair and followed by the derivative markets in
(ix) Re-pricing of the options which are not ensure that there is no violation of securities laws, as
reasonable adjustment to the India and abroad may be considered; and
exercised, whether or not they have been amended from time to time, including:
number of options and to the the vesting period and the life of the
vested if stock option rendered unattractive
exercise price in case of corporate option shall be left unaltered as far as a) the Securities and Exchange Board of
due to fall in the market price of the equity
actions such as rights issues, bonus possible to protect the rights of the India (Prohibition of Insider Trading)
shares;
employee who is granted such option. Regulations, 2015, as amended; and

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b) the Securities and Exchange Board of

Step II: Sharing of responses in the questionnaire by the 7. Registration of Power of Attorneys, Probate, Letters 19. To approve requests for transfer,
India (Prohibition of Fraudulent and Unfair
Members with NRC Chairperson. of transmission or similar other documents.; transposition, deletion, consolidation, sub-division,
Trade Practices Relating to the Securities
change of name, dematerialisation, rematerialisation
Market) Regulations, 2003, as amended, Step III: Preparation of Summary report by 8. To open/ close bank account(s) of the Company for
etc. of shares, debentures and other securities;
by the Company and its employees, as NRC Chairperson. depositing share/debenture applications, allotment
applicable; and call monies, authorise operation of such account(s) 20. To monitor and expedite the status and process of
Step IV: Presentation of Summary report to the Board & dematerialisation and rematerialisation of shares,
and issue instructions to the Bank from time to time in
16. Performing such other activities as may be delegated decide appropriate actions. debentures and other securities of the Company; and
this regard;
by the Board of Directors and/or are statutorily
The parameters for performance evaluation of the 21. Such terms of reference as may be prescribed under
prescribed under any law to be attended to by 9. To look into redressal of shareholders’ and investors’
Board, Committees of Board and individual Directors the Companies Act and SEBI Listing Regulations.
the Nomination and Remuneration Committee; complaints relating to transfer/transmission of shares,
are as follows:
and non- receipt of annual report, non-receipt of declared
Details of Stakeholders’ Relationship Committee
• Contribute to and monitor corporate dividends, issue of new/duplicate share certificates,
17. Such terms of reference as may be prescribed under Meeting
governance practices. general meetings, etc.;
the Companies Act and Listing Regulations or The Committee was constituted on July 09, 2021 and
applicable laws or by other regulatory authority. • Commitmenttothefulfilmentof a Director’s 10. Any allied matter(s) out of and incidental to the Committee Members met on December 14, 2021.
obligation. these functions and not herein above The meeting had full quorum and the attendance is
Details of Nomination and Remuneration Committee specifically provided for; given in the report.
• Fiduciary responsibilities.
Meeting
11. Redressal of all security holders’ and
The Committee met 10 (Ten) times during the year • Any other aspects agreed by Board from time to time. General
investors’ grievances such as complaints related
under review on April 09, 2021, May 05, 2021, June The performance evaluation exercise was carried out to transfer of shares, including non-receipt of share As per Section 178(7) of the Act and Secretarial
28, 2021, through a structured questionnaire covering various certificates and review of cases for refusal of Standards, the Chairman/Chairperson of the Committee
July 08, 2021, July 15, 2021, July 22, 2021, July aspects i.e., composition of Board, governance process, transfer/transmission of shares and debentures, or, in his/her absence, other Member of the Committee
30, board/ committee meetings and procedure, overall dematerialisation and rematerialisation of shares authorised by him in this behalf shall attend the General
2021, September 27, 2021, February 02, 2022 functioning of the Board, domain expertise, integrity, non-receipt of balance sheet, non-receipt of Meetings of the Company. Ms. Alpana Parida, Chairperson
and March 14, 2022 as against the statutory inclusive leadership, awareness about Company’s declared dividends, non-receipt of annual reports, of the Committee could not attend the Meeting due
requirement of one meeting and the attendance is strategy/objectives, effective participation in the etc., assisting with quarterly reporting of such to her pre-occupations and on her behalf Mr. Anchit
given in the report. The requisite quorum was present at meetings, appropriateness and timeliness of complaints and formulating procedures in line with Nayar, Member of the Committee was present at the 9th
all the meetings of the Committee. information, awareness about role and statutory guidelines to ensure speedy disposal of AGM of the Company held on September 29, 2021.
responsibilities, stakeholders’ interest etc. various requests received from shareholders;
General Grievance Redressal Mechanism
As per Section 178(7) of the Act and Secretarial The Board evaluation process was completed for 12. Reviewing of measures taken for effective exercise of
FY 2021-22. The outcome of the performance voting rights by shareholders; The details of shareholders’ complaints received
Standards, the Chairman/Chairperson of the and disposed off from the date of listing till the end of
Nomination and Remuneration Committee or, in his evaluation was presented to the Nomination and 13. Investigating complaints relating to allotment
Remuneration Committee and the Board of Directors the year under review are as follows:
absence, other Member of the Committee authorised by of shares, approval of transfer or transmission of
him/her in this behalf shall attend the General Meetings of of the Company. shares, debentures or any other securities;
the Company. Ms. Anita Ramachandran, Chairperson of The overall performance evaluation exercise was completed
the Committee was present at the 9th AGM of the to the satisfaction of the Board. The Board of Directors
Company held on
September 29, 2021. deliberated on the outcome and agreed to take necessary Complaints as Received
Resolved during Pending as on
During the year under review, all the recommendations steps going forward. 14. Giving effect to all transfer/transmission of shares on the date of during the
the period March 31, 2022
made by the Nomination and Remuneration Committee The various steps involved in the evaluation Company;
were accepted by the Board. process are as under: The Policy on Board of Directors’ Evaluation Framework can be
accessed at: https://www.nykaa.com/media/
Step I: Circulation of Evaluation forms to all wysiwyg/2021/Investors-Relations/pdfs/10-11/Board- of-
Board, Director and Committee evaluation and criteria
members. Directors-Evaluation-Framework.pdf
for evaluation
In terms of the requirement of the Act and the Stakeholders’ Relationship Committee Terms of
Listing Regulations, an annual performance evaluation
of the Board is undertaken where the Board formally Reference
assesses its own performance with the aim to improve the The scope and function of the Stakeholders’ Relationship
effectiveness of the Board and the Committees. Committee is in accordance with Section 178 of the
The Company has a structured assessment process for Companies Act, and Regulation 20 of the SEBI Listing
evaluation of performance of the Board, Committees of Regulations and its terms of reference are as follows:
the Board and individual performance of each Director 1. Transfer/transmission of shares;
including the Chairperson.
2. Split up/sub-division and consolidation of shares;
During the year under review, Nomination and
Remuneration Committee (“NRC”) carried out the 3. Dematerialisation/rematerialisation of shares;
performance evaluation of the Board, Committees
4. Issue of new and duplicate share certificates;
of Board and individual Directors. The process involved
a questionnaire-based approach followed by 5. Transfer of shares to IEPF Authority;
independent one on one discussions with all Board members.
6. Release of shares from unclaimed suspense account of the
and debentures, dematerialisation of shares and re- agent of our Company and to recommend Listing period
2. To formulate a detailed risk management policy
materialisation of shares, split and issue of duplicate/ measures for overall improvement in the Nil 2751 2751 Nil covering risk across functions and plan integration
consolidated share certificates, compliance with all quality of investor services; through training and awareness programmes;
the requirements related to shares, debentures and Risk Management Committee
other securities from time to time; 17. Carrying out such other functions as may be 3. The policy shall include:
specified by the Board from time to time or Terms of Reference
15. Reviewing the measures and initiatives taken by specified/provided under the Companies Act (a) A framework for identification of internal
the Company for reducing the quantum of The terms of reference of the Risk Management and external risks specifically faced by the
or SEBI Listing Regulations, or by any other
unclaimed dividends and ensuring timely receipt of Committee are as follows: listed entity, in particular including
regulatory authority;
dividend warrants/annual reports/statutory 1. To periodically review the risk management policy financial, operational, sectoral, sustainability
18. To approve allotment of shares,
notices by the shareholders of the Company; at least once in two years, including by considering (particularly, environment, social and governance
debentures or any other securities as
16. Reviewing the adherence to the service standards the changing industry dynamics and evolving related risks), information, cyber security risks or
per the authority conferred/ to be
by the Company with respect to various complexity; any other risk as may be determined by the
conferred to the Committee by the
services rendered by the registrar and transfer committee;
Board of Directors from time to time;

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(b) Measures for risk mitigation including systems 2022. The requisite quorum was present at both
Corporate Social Responsibility & Environmental, Social, be undertaken in areas or subjects specified in
and processes for internal control of identified the meetings and the attendance is given in the
risks; report.
and Governance Committee (“Corporate Social Responsibility Schedule VII of the Companies Act;
Committee”)
(b) the manner of execution of such projects or
(c) Business continuity plan.
Terms of Reference programmes as specified in the rules notified
4. To approve the process for risk identification under the Companies Act;
and mitigation; 1. To formulate and recommend to the Board, a
corporate social responsibility policy stipulating, (c) the modalities of utilisation of funds and
5. To decide on risk tolerance and appetite levels, amongst others, the guiding principles for selection, implementation schedules for the projects
recognising contingent risks, inherent and residual implementation and monitoring the activities as well or programmes;
risks including for cyber security; as formulation of the annual action plan which shall (d) monitoring and reporting mechanism for the
6. To monitor the Company’s compliance with the risk indicate the activities to be undertaken by the projects or programmes; and
structure. Assess whether current exposure to the Company as specified in Schedule VII of the
Companies Act and the rules made thereunder and make (e) details of need and impact assessment, if any, for
risks it faces is acceptable and that there is an
any revisions therein as and when decided by the Board; the projects undertaken by the Company; and
effective remediation of non-compliance on an on-
going basis; 2. Recommending the amount of expenditure to be 10. Such terms of reference as may be prescribed under
incurred, amount to be at least 2% of the average net the Companies Act and SEBI Listing Regulations.
7. To monitor and oversee implementation of the
risk management policy, including evaluating the profit of the Company in the three immediately preceding Under the aegis of the ESG initiative, the Committee will
adequacy of risk management systems; financial years or where the Company has not completed the have oversight responsibility on the Company’s business
period of three financial years since its incorporation, during operations from the standpoint of impact on environment
8. To ensure that appropriate methodology, such immediately preceding financial years; and society. This underscores the Company’s commitment
processes and systems are in place to monitor and
3. To identify corporate social responsibility policy as a responsible corporate citizen to improve execution of its
evaluate risks associated with the business of the
partners and corporate social responsibility policy business operations in a sustainable, environment friendly
Company;
programmes; manner in the society and markets it operates in. The ESG
9. To approve major decisions affecting the risk profile or initiatives will be aimed at favourably impacting creation of
exposure and give appropriate directions; 4. To review and recommend the amount of expenditure to be opportunities for people, businesses and communities the
incurred for the corporate social responsibility activities Company works with.
10. To consider the effectiveness of decision-making and the distribution of the same to various corporate
process in crisis and emergency situations; social responsibility programmes undertaken by the The Committee will present proposed initiatives to the
Company; Board in this regard.
11. To balance risks and opportunities;
12. To generally, assist the Board in the execution of 5. To delegate responsibilities to the corporate social Details of Committee Meeting
its responsibility for the governance of risk; responsibility team and supervise proper execution of all
delegated responsibilities; The Committee met 5 (Five) times during the year
13. To keep the Board of Directors informed about the under review on April 29, 2021, September 27, 2021,
nature and content of its discussions, recommendations 6. To review and monitor the implementation of
corporate social responsibility programmes and issuing December 22, 2021, February 03, 2022 and March
and actions to be taken; 16, 2022 and the requisite quorum was present at
necessary directions as required for proper implementation
14. To consider the appointment, removal and terms of and timely completion of corporate social responsibility all the meetings. The details of attendance of
remuneration of the Chief Risk Officer (if any) shall be programmes; Committee members are given in this Report.
subject to review by the Risk Management
7. To perform such other duties and functions as the 4. REMUNERATION OF DIRECTORS
Committee;
Board may require the Corporate Social Responsibility
15. The Risk Management Committee shall have powers Committee to undertake to promote the corporate social Remuneration Policy
to seek information from any employee, obtain responsibility activities of the Company and exercise such In terms of Section 178 of the Act and Regulation
outside legal or other professional advice and secure other powers as may be conferred upon the Corporate Social 19 of the Listing Regulations, the Board of your
attendance of outsiders with relevant expertise, if it Responsibility Committee in terms of the provisions of Company, on recommendation of the Nomination
considers necessary; Section 135 of the Companies Act. and Remuneration Committee (“NRC”), adopted
16. The Risk Management Committee shall coordinate Remuneration policy for Directors, Key Managerial
its activities with other committees, in 8. To take note of the Compliances made by implementing
Personnel and other Employees which sets out criteria
instances where there is any overlap with agency (if any) appointed for the corporate social
for the remuneration for Directors, Key Managerial
activities of such committees, as per the responsibility of the Company.
Personal (‘KMP’) and other employees so as to
framework laid down by the board of Directors; 9. The Corporate Social Responsibility Committee shall attract, retain and reward talent who will contribute
17. To attend to such other matters and functions as may formulate and recommend to the Board, an annual to our long-term success and thereby build value for
be prescribed by the Board from time to time; action plan in pursuance of its corporate social responsibility the shareholders.
and policy, which shall include the following:
As per Remuneration Policy, the Company expects
18. Such terms of reference as may be prescribed under (a) the list of corporate social responsibility projects its employees to foster a culture of growth and high
the Companies Act and SEBI Listing Regulations. or programmes that are approved to performance. Our Policy supports the design
of programmes that align rewards – including
Details of Risk Management Committee Meeting incentive programmes, retirement benefit
The Committee was constituted on July 09, 2021 programmes, promotion and advancement
and during the period under review, 2 (Two) meetings opportunities – with
were held on September 27, 2021 and March 16,
the long-term success of our stakeholders. The Policy Committee in accordance with the other components shall be governed by The remuneration paid to Ms. Falguni Nayar
enables and encourages employees to live by and provisions of the Act, and the rules HR Policies of the company. The as an Executive Chairperson, Managing
demonstrate the Nykaa Values in its true spirit. made thereunder. remuneration is reviewed annually Director and Chief Executive Officer
through the cyclical compensation review during the FY 2021-22 is as follows:
• Commission may be paid subject to the
Remuneration of Directors: process.
limits as per the applicable Fixed Compensation: 20 million, *Variable
• Executive Directors shall be eligible for provisions of the Act. The Remuneration Policy of the Company Pay: Nil, Perquisites/Benefits: 0.67
remuneration as may be approved by the Board has been uploaded on the Company’s website million, Ex-gratia amount: Nil.
on recommendation of the Committee. Remuneration to KMP and other employees: and can be accessed at:
The remuneration and commission to be paid *2% of the profit before tax of our
• The KMP and other employees https://www.nykaa.com/media/
to the Managing Director/Whole-time Director Company on consolidated basis, subject to
shall be paid remuneration as per wysiwyg/2021/Investors-Relations/pdfs/10-11/
shall be in accordance with the provisions of applicable statutory limits as approved
the Company’s Compensation Remuneration-Policy-for-Directors-KMP-and-
the Act and the rules made thereunder. by the Shareholders pursuant to their
Policy, designed around the other-employees.pdf
resolution dated March 08, 2021.
• Non-Executive/Independent Directors will be following primary pay components:
eligible for sitting fees for attending meetings fixed pay, annual variable pay, long- • Remuneration to Executive Directors for Term: Ms. Falguni Nayar was designated
of Board or Committee as fixed by the term incentives, perks and benefits. the Financial Year 2021-22 as the Executive Chairperson, Managing
Board on the recommendation of the The break-up of the pay scale and 1. Ms. Falguni Nayar

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Director and Chief Executive Officer

for a period of five years with effect * 0.5% of profit before tax of the Company Reimbursement of expenses
from February 12, 2021 until on a consolidated basis, subject to applicable The Non-Executive Directors are also entitled to reimbursement of expenses for participation in the Board and
February 11, 2026 pursuant to the statutory limits as approved by the other meetings in terms of the Act.The details of sitting fees and commission paid to Independent Directors
Nomination and Remuneration Shareholders pursuant to their resolution during the financial year 2021-22 are as under:
Committee resolution dated February dated July 16, 2021. (` in Million)
09, 2021, Board resolution dated Term: Mr. Anchit Nayar was designated Sr. No. Name of the Director Sitting fees paid Commission Paid Total Remuneration
February 12, 2021 and Shareholders’ 1 Ms. Alpana Parida 1.68 1.00 2.68
as an Executive Director for a period of
resolution dated March 08, 2021 2 Ms. Anita Ramachandran 2.02 2.00 4.02
five years with effect from 1 July 2021
3 Mr. Milind Sarwate 1.33 3.00 4.33
Service contract: 5 years until June 30, 2026 pursuant to the
4 Mr. Pradeep Parameswaran 0.45 0.50 0.95
Nomination and Remuneration
Notice period: 6 months 5 Mr. Seshashayee Sridhara 0.43 0.50 0.93
Committee resolution dated June 28,
Severance fees: 2 Years’ compensation 2021, the Board resolution dated June 30, No sitting fees or commission was paid to Mr. Sanjay Nayar and Mr. Milan Khakhar during the Financial
(computed basis prevailing annual fixed 2021 and the Shareholders’ resolution Year 2021-22.
remuneration and average of immediately dated July 16, 2021
During the year, there was no pecuniary relationship or transaction between the Company and any of its Non-
preceding two years profit shares paid to Service contract: 5 Executive Directors apart from sitting fees and commission. The Company has not granted any stock
Ms. Falguni Nayar) options to any of its Non-Executive Directors.
years Notice period: 6
Stock Options: Nil
months Remuneration paid by Subsidiaries of the Companies:
2. Ms. Adwaita Nayar
Severance fees: 2 Years’ compensation • None of the Non-Executive Directors (including Independent Directors) have received or were entitled
The remuneration paid to Ms.
(computed basis prevailing annual fixed to receive any remuneration (apart from sitting fees) or commission from any of subsidiary company of
Adwaita Nayar as an Executive
remuneration and average of immediately the Company in FY 2021-22. The Executive Directors of the Company as per their terms of agreement
Director from June 30, 2021 for the
preceding two years profit shares paid to entered with the Company and as approved by the Nomination and Remuneration Committee, has received
FY 2021-22 is as follows:
Mr. Anchit Nayar) the following remuneration from Nykaa E-Retail Private Limited, a wholly-owned subsidiary Company
Fixed Compensation: 15 million, *Variable of the Company:
Pay: 2.37 million, Perquisites/Benefits: Stock Options: Nil
Nil, Ex-gratia amount: Nil. Name & Designation Fixed Compensation Variable Pay Total
Bonus or profit-sharing plan for the Directors
Other than the variable pay plan as envisaged in
the agreement entered into with the Company
* 0.5% of profit before tax of the Company by Ms. Falguni Nayar, Ms. Adwaita Nayar and Ms. Falguni Nayar, Executive Chairperson & ` 30 million ` 9.46 million ` 39.46 million
on a consolidated basis, subject to applicable Mr. Anchit Nayar, individually, the Company Managing Director and Chief Executive
Officer
statutory limits as approved by the as follows: does not have any performance linked bonus or a profit-sharing plan for the said Directors.
Shareholders pursuant to their resolution
Fixed Compensation: 3.75 million,
dated July 16, 2021.
*Variable Pay: Nil, Perquisites / • Remuneration to Non-Executive Directors for the Financial Year 2021-22
Term: Ms. Adwaita Nayar was designated Benefits: Nil, Ex- gratia Sitting Fees
as an Executive Director for a period of amount: Nil. The Independent Directors are entitled to sitting fees for attending the meetings of the Board of Directors and Committees
five years with effect from 1 July 2021 thereof. Sitting fees paid to Independent Directors are within the prescribed limits under the Act, and as determined by the Board of
until June 30, 2026 pursuant to the Directors from time to time.
Nomination and Remuneration
Committee resolution dated June 28, Commission
2021, the Board resolution dated June 30, The Shareholders at the Extra-Ordinary General Meeting held on 28 July 2021 approved payment of commission to be paid
2021 and the Shareholders’ resolution to the Independent Directors not exceeding 1% of the profits of Company and/or its Subsidiaries and sitting fees, as applicable, for the
dated July 16, 2021 year or such limits as may be prescribed under the Act, provided that such sitting fees and commission is recommended by the
Service contract: 5 Nomination and Remuneration Committee of the Board and approved by Board and shareholders of the Company or of the
subsidiaries, as applicable.
years Notice period: 6
months
Severance fees: 2 Years’ compensation
(computed basis prevailing annual fixed
remuneration and average of immediately
preceding two years profit shares paid to
Ms. Adwaita Nayar)
Stock Options: Nil
3. Mr. Anchit Nayar
The remuneration paid to Mr. Anchit
Nayar as an Executive Director from
June 30, 2021 for the FY 2021-22 is
Mr. Anchit Nayar, Executive Director 2020* September 30, 2020 12:00 General Circular Nos. 14 & 17/2020 dated April 08, 2020 and April 13, 2020 respectively, and Securities and Exchange Board of India
(“SEBI”) Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 and SEBI Circular No.
SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, the Company conducted the AGM
` 2.37 million
through Video Conferencing/Other Audio Visual Means (“VC”/“OAVM”).
2019 July 12, 2019 11:00
5. GENERAL BODY MEETING Further, in accordance with the Secretarial Standard – 2 on General Meetings issued by the Institute of
Company Secretaries of India (“ICSI”) read with Clarification/Guidance on applicability of Secretarial Standards –1 and
Previous 3 (Three) Annual General 2 dated April 15, 2020 issued by the ICSI, the proceedings of the AGM are deemed to be conducted at the
Meetings *In compliance with the
Registered Office of the Company being the deemed venue of the AGM.
provisions of the Ministry of
Year Date Time Corporate Affairs (“MCA”)
General Circular No. 2/2021 Postal Ballot
2021* September 29, 2021 5:00 P.M. dated January 13, 2021 and
MCA General Circular No. Pursuant to Section 110 of the Act, read with Rule 22 of the Companies (Management and Administration)
20/2020 dated 5 May 2020 Rules, 2014, during the year under review, five resolutions were passed by members of the Company through
read together with MCA Postal Ballot process.

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The details of Postal Ballot process during the financial year 2021-22 is as under:
• Website: Your Company’s website • Annual General Meeting through Video
Resolutions for which approval was sought from the members through the Postal Ballot: https:// www.nykaa.com/investor-relations Conferencing / Other Audio-Visual
Financial Year Date & Time Special Resolutions passed contains a separate section for investors. Means Facility
2021-22 February 09, 2022 • Approval of Article 114(a) and Article 134 of the Articles of Association of the Information on various topics such as the
Date : Wednesday, August 10, 2022
Company Board of Directors, Committees of the
• Ratification of the Employee Stock Option Scheme –2012 of the Company Board, Annual Reports, various policies, Time : 05:00 p.m. (IST)
intimation to stock exchanges etc. are
• Ratification to extend benefits of Employee Stock Option Scheme –2012 to the
available on the website. Venue : Meeting through VC/OAVM
employees of the subsidiary companies of the Company
• Designated Exclusive E-mail IDs: Your [Deemed Venue for Meeting: Registered Office
• Ratification of the FSN Employees Stock Option Scheme – -2017 of the Company
Company has designated the following E-mail of the Company at 104 Vasan Udyog Bhavan,
• Ratification to extend benefits of FSN Employees Stock Option Scheme 2017 to
IDs exclusively for investor servicing: Sun Mill Compound, Tulsi Pipe Road,
the employees of the subsidiary companies of the Company
Lower Parel Mumbai – 400 013]
The Board of Directors of your Company had appointed Mr. Sachin Sharma (Membership No. 46900/CP. No.
20423), Designated Partner, M/s. S. Anantha & Ved LLP (LLPIN: AAH-8229), Company Secretaries, Mumbai
(a) For Investor Queries and Grievance • Financial Year
or failing him Mr. Dinesh Trivedi (Membership No. 23841/CP. No. 22407), Designated Partner, M/s. S. Anantha Redressal:
The financial year covers the period from
& Ved LLP, (LLPIN: AAH-8229), as Scrutiniser for conducting the Postal Ballot/e-voting process in a fair [email protected] April 01, 2021 to March 31, 2022.
and transparent manner. All e-votes received up to 5.00 p.m. on February 09, 2022 were considered for
(b) For queries in respect of shares in • Listing details
scrutiny.
physical mode:
E-votes received after this date were not considered for scrutiny. The results of the Postal Ballot were announced on
[email protected] BSE Limited, National Stock Exchange of
February 11, 2022 declaring that the special resolutions set out in the Postal Ballot Notice were duly passed by the
Phiroze Jeejeebhoy India Limited
Members of the Company, with requisite majority. •
In line with the “Green Initiative”
Towers, Exchange Plaza, Bandra-Kurla
undertaken by the Ministry of Corporate Dalal Street, Complex, Bandra (East),
Procedure adopted for Postal Ballot: Affairs, the Company will be sending this Mumbai - 400 001 Mumbai - 400 051
year’s Annual
• The Notice of the Postal Ballot containing the Draft Resolution and Explanatory Statement, were e-mailed Report (including subsequent notices and Stock Code : 543384 Symbol : NYKAA
on Monday, January 10, 2022 to those Members whose names appeared on the Register of communications, as permissible) to the
Members/ List of Beneficial Owners as received from National Securities Depository Limited (“NSDL”) and shareholders who have registered their email • Transfer of unclaimed/unpaid amount to
Central Depository Services (India) Limited (“CDSL”) as on Friday, December 31, 2022 (“cut-off date”) address with the Company/ Depository. the Investor Education and Provident Fund
and were sent only in electronic mode to those Members whose e-mail addresses were registered with the The Annual Reports of your Company are Your Company had not declared dividends during
Company or RTA or the Depository Participant(s). The details of E-Voting Event Number (“EVEN”), User ID also available in the Investor Relations section the FY 2014-2015, hence no unpaid/unclaimed
and Password were e-mailed by RTA to those Members whose e-mail IDs were registered with the of the Company’s website. dividend for FY 2014-2015 is required to
Company/Depository Participant(s). The Notice also specified the procedure for registering the e-mail be transferred to the Investor Education
addresses and obtaining the Notice of Postal ballot and remote e-voting instructions by the Members 7. GENERAL SHAREHOLDER INFORMATION and Provident Fund.
whose e-mail addresses were not registered with the depositories. • Corporate Identification Number:
• The advertisement was published in the Newspapers (including e-Newspapers) viz. ‘The Free Press Journal’ L52600MH2012PLC230136 • Market Price Data for the period –
(English) and ‘Navshakti’ (Marathi) on Tuesday, January 11, 2022 giving the requisite details as per the November 10, 2021 to March 31, 2022:
• Registered Office Address:
provisions of the Act and Secretarial Standard - 2. 104 Vasan Udyog Bhavan, Sun Mill Compound, Share price performance in comparison
Tulsi Pipe Road, Lower Parel Mumbai – 400 on BSE Limited:
• The remote voting period began on Tuesday, January 11, 2022 at 09:00 a.m.. (IST) and ended on Wednesday, February 09,
2022 at 05:00 p.m. (IST). 013.
• The Scrutiniser submitted his Report on Thursday, February 10, 2022 and the resolution was deemed to have BSE Sensex
Month
(Financial Year 2021-2 2)
been passed on the last date of remote e-voting i.e., on Wednesday, February 09, 2022. High (` ) Low (` ) Volume (No.) High (` ) Low (` ) Volume (No.)
November 2,574.00 1,994.10 4,37,833 61,036.56 56,382.93 802,37,41,579
6. MEANS OF COMMUNICATION
December 2,559.25 1,886.00 2,02,797 59,203.37 55,132.68 1900,42,74,843
• Financial Results: Your Company’s quarterly financial results are submitted to the stock exchanges within forty-
January 2,134.70 1,571.30 1,50,013 61,475.15 56,409.63 1995,02,52,205
five days from the end of the quarter and the audited annual results are announced within sixty days from
the end of the financial year as required under the Listing Regulations which are also available on the website of February 1,920.00 1,218.80 1,76,246 59,618.51 54,383.20 1337,53,62,897
your Company at https://www.nykaa.com/investor-relations. The results are usually published in (Financial March 1,718.20 1,281.75 1,04,903 58,890.92 52,260.82 1249,27,51,846
Express/
Free Press Journal) English newspaper having country-wide circulation and in (Loksatta/Navshakti) Marathi
newspaper where the registered office of the Company is situated. Share price performance in comparison on National Stock Exchange of India Limited (NSE):
• Investors/analysts Meets: Your Company’s officials interact on a regular basis with stakeholders through investor Month NSE Nifty
meetings, investor calls, media interactions, interviews, etc. Intimation and outcome of such meets are uploaded (Financial Year 2021-22) High (` ) Low (` ) Volume (No.) High (` ) Low (` ) Volume (No.)
on the website of stock exchanges and displayed on your Company’s website at https://www.nykaa.com/stock- November 2,573.70 2,000.00 7,10,78,977 18,210.15 16,782.40 428,71,42,585
exchange-filings. December 2,560.00 1,910.05 3,97,65,496 17,639.50 16,410.20 549,92,73,903
• Press/Media releases: Official news and press/media releases are uploaded on the website of stock January 2,135.00 1,571.00 1,85,21,203 18,350.95 16,836.80 543,54,47,093
exchanges and displayed on your Company’s website at https://www.nykaa.com/stock-exchange-filings. February 1,917.70 1,219.05 2,95,14,873 17,794.60 16,203.25 562,02,92,631
• Compliance reports, corporate announcements, material information and updates: Your Company disseminates March 1,719.00 1,281.00 1,68,16,255 17,559.80 15,671.45 795,97,08,234
the requisite compliance reports and corporate announcements/updates to the stock exchanges through their designated portal. *Above information is considered from the date of Listing of the Company’s equity shares viz. November 10, 2021. (Source: The above information
is compiled from the data available on the websites of BSE and NSE)

ARE
Share Price Performance in comparison to broad-based indices – BSE Sensex and Nifty 50 Equity Shares in physical form are
For Shares held in Demat form
processed by the RTA viz. Link Intime
BSE Sensex vs NYKAA Share Price Investors’ concerned Depository India Private Limited and approved by the
Participant(s) and/or Link Intime India Stakeholders’ Relationship Committee.
Private Limited.
59000 3000 The requests received by the Company/
RTA for dematerialisation/rematerialisation
58500 Your Company has also designated
2500 are disposed off expeditiously. During
58000 [email protected] as the year under review, one request of
2000 an exclusive E-mail ID for Investors for the
57500 rematerialisation has been received and
NYKAA
purpose of registering complaints. the same has been processed expeditiously.
BSE
57000 1500
Your Company obtained, a certificate from
56500
1000 • Share Transfer System: a Company Secretary in Practice, certifying
56000 Pursuant to Regulation 40 of Listing that all certificates for transfer, transmission,
55500
500 Regulations, the requests for effecting sub-division, consolidation, renewal,
transfer of securities shall not be processed exchange and deletion of names were issued
55000 0
Nov-21 Dec-21 Jan-22 Feb-22 Mar-22
unless the securities are held in the as required under Regulation 40(9) of
dematerialised form with respective the Listing Regulations and were duly filed
Sensex (inH) Nykaa closing price (in H) Depositories i.e., National Securities with the Stock Exchanges.
Depository Limited and Central Depository • Dematerialisation of shares:
NIFTY 50 vs NYKAA Share Price Services (India) Limited. However,
this restriction shall not be applicable As mandated by the Securities and
to the request received for effecting Exchange Board of India (“SEBI”), securities
17600 3000 transmission or transposition of of the Company can be transferred/
17400 2500 physical shares. Shareholders are traded only in dematerialised form. As on
accordingly advised to avail the facility March 31, 2022, 97% of shareholding was
17200 2000
of dematerialisation holding shares in held in Dematerialised form with National
NYKAA
NSE
17000 1500 physical form by getting in touch with Securities Depository Limited and Central
16800 1000 any
MODEDepository
OF HOLDING Participant having Depository Services (India)
NO. OF SHARES % OF Limited.
SHARE CAPITAL
registration with SEBI.
Physical Segment 1,21,48,141 3.00
16600 500
16400 0
Demat Segment
Nov-21 Dec-21 Jan-22 Feb-22 Mar-22 NSDL (A) 45,47,78,792 96.00
CDSL (B) 71,77,943 1.00
Total (A + B) 46,19,56,735 97.00
Nifty 50 (in H) Nykaa closing price (in H) TOTAL 47,41,04,876 100.00
• Suspension from trading: • Distribution of Shareholding by Size as on March 31, 2022:

No Securities of your Company were suspended from trading during the financial year 2021-22.
• Registrar to an issue and share transfer agent:

Link Intime India Private Limited Category (shares) No. of % of Shareholders No. of Shares held % of shareholding
Shareholders
C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai – 400 083, India. Tel. No. :
022 4918 6000 1 to 500 326075 99.3516 5851734 1.2343
Fax : 022 4918 6060 501 to 1000 846 0.2578 620806 0.1309
Email : [email protected] 1001 to 2000 403 0.1228 588500 0.1241
Website : linkintime.co.in 2001 to 3000 175 0.0533 436081 0.0920
Toll Free No. : 1800 1020 878 3001 to 4000 85 0.0259 300795 0.0634
4001 to 5000 57 0.0174 267232 0.0564
• Address for correspondence: 5001 to 10000 118 0.0360 826967 0.1744
For Shares held in Physical form 10001 and Above 444 0.1353 465212761 98.1244
Shareholders may correspond with the Registrar and Transfer Agents at: Total 328203 100.00 474104876 100.00
Link Intime India Private Limited
C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai – 400 083, India.
Tel. No. : 022 4918 6000
Fax : 022 4918 6060
Email : [email protected]
Website : linkintime.co.in
Toll Free No. : 1800 1020 878
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Shareholding Pattern as on March 31, 2022: • List of all Credit Ratings obtained by the Company along with revisions for the FY 2021-22:
Sr. Category of No. of Total number of Total number of shares Total number of CRISIL Ratings Limited had assigned the credit rating to your Company as follows:
No. % of total no. of
Shareholder shareholders shares (fully paid up) (partly paid up) shares (fully and shares
partly paid up) Type of Credit rating During the Financial year 2021-22 Post the Financial year 2021-22
(A) Shareholder of Long Term Rating on Bank Debt CRISIL BBB+/Positive CRISIL A-/Stable
Promoter and
Promoter Group Corporate Credit Rating CRISIL BBB+/Positive CCR A-/Stable
1 Indian 9 24,85,65,357 - 24,85,65,357 52.43 • Management Discussion and Analysis Report: Management Discussion and Analysis Report forms part
2 Foreign - - - - - of this Annual Report.
Total 9 24,85,65,357 - 24,85,65,357 52.43
as
shareholding of 8. OTHER DISCLOSURES / COMPLIANCES
Promoter and / CERTIFICATIONS DISCLOSURE FROM
promoter group SENIOR MANAGEMENT
(B) Public -
Shareholding
Subsidiary Companies – Monitoring Framework
1 Institutions 223 4,31,46,792 - 4,31,46,792 9.10 The Company monitors performance of its subsidiary
companies, inter alia, by the following means:
2 Non-Institutions 3,23,932 18,23,92,727 - 18,23,92,727 38.47
Total public 3,24,155 22,55,39,519 - 22,55,39,519 47.57 (i) The Audit Committee reviews financial
shareholding statements of the subsidiary companies,
Total (A+B) 3,24,164 47,41,04,876 - 47,41,04,876 100.00 along with investments made by them, on
a quarterly basis.
Category-wise Shareholding (%) (ii) The Board of Directors reviews the Board
Meeting minutes and statements of all significant
transactions and arrangements, if any, of
subsidiary companies.
(iii) At least one Independent Director of the
Company is on the Board of Directors of unlisted
Promoter and Promoter Group-Indian 52.43%
material subsidiary.
Institutions 9.10%
The Company has formulated a policy for
Non-Institutions 38.47
determining its ‘Material’ Subsidiaries and the
same is available on the website of the Company -
www.nykaa.com. The weblink for the same is
https://www.nykaa.com/media/wysiwyg/2021/
Investors-Relations/pdfs/10-11/Policy-for-
determining-Material-Subsidiary.pdf
• Liquidity: Nykaa E-Retail Private Limited and FSN

Brands Marketing Private Limited, wholly owned
The shares of the Company are among the most liquid and actively traded shares. Relevant data for subsidiaries, are material subsidiaries of the
the average daily turnover for FY 2021–22 is given below: Company. Under the Listing Regulations, a “material
subsidiary” shall mean a subsidiary, whose income or
Particulars BSE NSE BSE + NSE
net worth exceeds ten percent of the
Shares (in No.) 10778787 175696804 186475591 consolidated income or net worth respectively,
Value (in ` crores) 2124.82 34463.47 36588.30 of the listed entity and its subsidiaries in the
(Source: The above information is compiled from the data available on the websites of BSE and NSE)
immediately preceding accounting year. [for
appointment of independent director of the
• Outstanding GDRs/ ADRs/ Warrants and Convertible Instruments: Company on the board of material subsidiary (refer
Your Company has approved the ESOS –2012 Scheme and ESOS – 2017 Scheme for issue of iii above) - twenty percent of the consolidated income
employee stock options at its meeting held on May 31, 2012 and October 10, 2017 respectively and or net worth respectively, of the listed entity and its
granted Stock Options to eligible employees pursuant to the schemes out of which 1,74,000 options subsidiaries in the immediately preceding
under ESOS – 2012 and 44,18,650 options under ESOS – 2017 are outstanding to be converted accounting year].
as on March 31, 2022. The Company does not have a listed subsidiary.
• Plant Locations: Related Party Transactions & Conflict of Interest
Considering the nature of business in which your Company is engaged it does nothave any manufacturing All the contracts/ arrangements/ transactions entered
plant. by your Company during the financial year with related
parties were in its ordinary course of business and
on arms’ length basis. The Company has made full
disclosure of transactions with the related parties
set out in Note 43 of Standalone Financial Statement, forming part of the Annual Report. There were no Stock Exchange(s), SEBI and/ or any other statutory authorities Disclosure of commodity price risks and commodity
materially significant related party transactions which could have potential conflict with interest of the on matters relating to capital market. hedging activities
Company at large. The Company has taken suitable steps to hedge against
Payment of Listing Fees
Your Company’s Policy on Materiality of Related Party Transactions and on dealing with Related Party foreign exchange risk(s) from time to time to protect
Annual Listing Fees for the Financial Year 2022-23 has from currency risk fluctuations.
Transactions is available on the website of the Company at https://www.nykaa.com/media/wysiwyg/2021/ Investors-
been paid by the Company to National Stock Exchange of
Relations/pdfs/10-11/Related-Party- Transaction-Policy.pdf However, the Company has not entered into
India Limited and BSE Limited.
any commodity pricing risk hedging activities and
Details of non-compliance on matters relating to Capital Market Compliance with Listing Website hence the disclosure under Clause 9(n) of Part C of
Regulations All the information and disclosures required to be Schedule V in terms of the format prescribed vide SEBI
Equity shares of the Company are listed and traded on National Stock Exchange of India Limited and BSE Limited disseminated pursuant to the Listing Regulations and the Act Circular, dated November 15, 2018, is not required to
w.e.f. November 10, 2021. The Company has complied with the Rules, Regulations and Guidelines prescribed are being posted at Company’s corporate website at be made.
by Securities and Exchange Board of India (SEBI) and Stock Exchange as applicable to the Company, from https://www.nykaa.com/investor-relations.
time to time. Since the date of its listing, there were no penalties or strictures imposed on the Company by the

ARE
Proceeds from preferential allotment or

qualified institutions placement as specified controls to the Board in terms of Regulation 17(8) statements. Your Company continues to adopt best practices to ensure regime of financial statements with
under Regulation 32(7A) of the Listing of the Listing Regulations and is attached to this unmodified audit qualifications.
Regulations Report as Annexure – III(B).
2. Reporting of Internal Auditor
The Company has not raised funds through preferential Further, the Executive Chairperson, Managing
allotment or qualified institutions placement during Director & Chief Executive Officer and Chief In accordance with the provisions of Section 138 of the Act, your Company has appointed Internal Auditor
the Financial Year 2021-22. Financial Officer of the Company have also jointly who directly reports to the Audit Committee of the Board of Directors.
certified and issued the quarterly certification
Equity Shares in the suspense account on financial results while placing the financial Compliance Report on Corporate Governance
The Company does not have any equity shares in the results before the Board in terms of Regulation The Company submits on quarterly basis, a compliance report on corporate governance in the format prescribed by
suspense account. 33(2) of the Listing Regulations. the Securities and Exchange Board of India, within the statutory period, from the close of the quarter with the Stock
Exchanges. The said report is placed before the Board every quarter at its subsequent meeting, for its noting
Code of Conduct No Disqualification Certificate from Company and comments/observations/advice, if any.
The Company is committed to compliance with all the Secretary in Practice
applicable laws and regulations with the intent of high A certificate from M/s. S. N. Ananthasubramanian Compliance with requirement of Corporate Governance Report
business ethics, honesty and integrity. The Company & Co., Company Secretaries, the Secretarial Auditor Your Company has complied with the requirements of Corporate Governance Report of Paras (2) to (10) mentioned
has adopted the ‘Code of Conduct for Board of the Company, certifying that none of the in Part ‘C’ of Schedule V of the Listing Regulations and disclosed necessary information as specified in Regulation
and Senior Management’ which is posted on the Directors on the Board of the Company have been 17 to 27 and Regulation 46(2) (b) to (i) of the Listing Regulations in the respective places in this Report:
website of the Company. All Board members debarred or disqualified from being appointed or
and senior continuing as
management personnel have confirmed compliance directors of companies by Board/Ministry of Sr. Yes/ No/ N.A.
Compliance Status
to the Code of Conduct. A declaration to this effect, No. Particulars Regulation Key Compliance Observed
Corporate Affairs or any such Statutory Authority
as stipulated
duly signed by the Executive Chairperson, Managing 1 Board of Directors 17 Yes • Composition and Appointment of Directors
under Regulation 34(3) read with Schedule V
Director & CEO of the Company forms part of • Meetings and quorum
of the Listing Regulations, is attached to this
this Report as Annexure – III(A). The above • Review of compliance reports
Report as Annexure – III(C).
code is also displayed on the Company’s website • Plans for orderly succession
at https:// • Code of Conduct
Fees to Statutory Auditor and its affiliates • Fees/compensation to Non-Executive Directors
www.nykaa.com/media/wysiwyg/2021/Investors-
Relations/pdfs/10-11/Code-of-Conduct-for-Board- Total fees for all services paid by the Company and • Minimum information to be placed before the Board
its subsidiaries, on a consolidated basis, to statutory • Compliance Certificate by Chief Executive Officer and Chief
and-Senior-Management.pdf
auditors of the Company and other firms in the Financial Officer
• Risk management plan, risk assessment and minimisation
Code for prevention of Insider-Trading Practices network entity of which the statutory auditors
procedures
In accordance with Securities and Exchange Board are a part, during the year ended March 31, • Performance evaluation of Independent Directors
of India (Prohibition of Insider Trading) 2022, is • Recommendation of Board for each item of special business
Regulations, 2015, the Company has in place ` 15.21 million.
2 Maximum Number 17A Yes • Directorships in listed entities
following policies/ codes which are revised from of Directorships
time to time according to applicable laws or as per Prevention of Sexual Harassment (PoSH)
The Company prohibits and has zero tolerance towards 3 Audit Committee 18 Yes • Composition
need. • Meetings and quorum
any actions relating to workplace sexual harassment
• Code of Conduct for Prevention of Insider • Chairperson present at Annual General Meeting
and it is dealt expeditiously and fairly through prompt • Role of the Committee
Trading; and
and thorough investigation whenever any instance
• Code of Practices and Procedures for
Fair Disclosure of Unpublished Price
Sensitive
in this regard is reported, the details of which are 4 Nomination and
Information (UPSI). Policy for determination of as under:
19 Yes • Composition
Remuneration • Meetings and quorum
“legitimate purposes” forms part of this Code.
Sr. Number Committee • Chairperson present at Annual General Meeting
of Particulars
All compliances relating to Code of Conduct for No. Complaints • Role of the Committee
Prevention of Insider Trading are being managed 1 Filed during the financial year Nil 5 Stakeholders 20 Yes • Composition
through a web-based portal installed by the Company. under review
Relationship • Meetings
This code lays down guidelines advising the designated 2 Disposed of during the financial Nil
Committee • Chairperson present at Annual General Meeting
persons, insiders and other connected persons, 3 year under review • Role of the Committee
on procedures to be followed and disclosures to be Pending as on end of the Nil 6 Risk Management 21 Yes • Composition
made by them while dealing with the shares of FSN financial year
Committee • Meetings
E-Commerce Ventures Limited, and while handling Compliance with Mandatory Requirements and discretionary
any unpublished price sensitive information, adoption of discretionary Requirements
cautioning them of the consequences of violations.
Your Company has complied with all
The Head – Legal, Company Secretary and
mandatory requirements of Regulation 34 of
Compliance Officer has been appointed as the
the Listing Regulations and the following
Compliance Officer.
Vigil Mechanism and Whistle-Blower • Adequate safeguards against victimisation
Role of the Committee Policy for Directors and • Direct access to the Chairperson of Audit Committee
employees
7 Vigil Mechanism 22 Yes
CEO / CFO Certification requirement of the Listing Regulations are adopted: 8 Related party 23 Yes • Policy on Materiality of related party transactions and dealing
The Executive Chairperson, Managing Director & transactions with related party transactions
• Prior approval including omnibus approval of Audit Committee
Chief Executive Officer and Chief Financial Officer 1. Unmodified Audit Opinion
for related party transactions
of the Company have jointly furnished an annual During the year under review, there is no audit • Periodical review of related party transactions
qualification in your Company’s standalone • Disclosure on related party transactions
certification on financial reporting and internal
financial statements and consolidated financial

ARE
Sr. Compliance Status Various policies and the weblinks of respective policies adopted by your Company which are in
Particulars Regulation Key Compliance Observed
No.
Yes/ No/ N.A. accordance with the provisions of the Companies Act, 2013 and Listing Regulations:
9 Subsidiaries of the 24 Yes • Appointment of Company’s Independent Director on the Board
Company Particulars Website Links
of unlisted material subsidiaries
• Review of financial statements and investments of unlisted Vigil Mechanism/Whistle-blower Policy https://www.nykaa.com/media/wysiwyg/2021/Investors-Relations/pdfs/10-
subsidiaries by the Audit Committee 11/Vigil-Mechanism-Whistle-Blower-Policy.pdf
• Minutes of the Board of Directors of the unlisted subsidiaries Terms and Conditions of appointment https://www.nykaa.com/media/wysiwyg/2021/Investors-Relations/pdfs/10-
are placed at the meeting of the Board of Directors of Independent Directors 11/Terms-and-Conditions-of-Appointment-of-ndependent-Directors.pdf
• Significant transactions and arrangements of unlisted Risk Management Policy https://www.nykaa.com/media/wysiwyg/2021/Investors-Relations/pdfs/10-
subsidiaries are placed at the meeting of the Board of Directors 11/Risk-Management-Policy.pdf
10 Secretarial Audit 24A Yes • Secretarial Audit of the Company
• Secretarial Audit of material unlisted subsidiaries incorporated in Remuneration Policy for Directors, KMP and https://www.nykaa.com/media/wysiwyg/2021/Investors-Relations/pdfs/10-
India other Employees 11/Remuneration-Policy-for-Directors-KMP-and-other-employees.pdf
• Annual Secretarial Compliance Report Related Party Transaction Policy https://www.nykaa.com/media/wysiwyg/2021/Investors-Relations/pdfs/10-

11 Obligations 11/Related-Party-Transaction-Policy.pdf
25 Yes • Tenure of Independent Directors
with respect to
• Meetings of Independent Directors Policy for Succession Planning for the Board https://www.nykaa.com/media/wysiwyg/2021/Investors-Relations/pdfs/10-
Independent
• Cessation and appointment of Independent Directors 11/Policy-on-Succession-Planning-for-the-Board-Senior-Management.pdf
Director
• Familiarisation of Independent Directors Policy on Board Diversity https://www.nykaa.com/media/wysiwyg/2021/Investors-Relations/pdfs/10-
• Declaration from Independent Director that he/she meets the 11/Policy-on-Board-Diversity.pdf
criteria of independence are placed at the meeting of Board
of Directors Material Subsidiary Policy https://www.nykaa.com/media/wysiwyg/2021/Investors-Relations/pdfs/10-
• Directors and Officers insurance for all the Independent 11/Policy-for-determining-Material-Subsidiary.pdf
Directors Code of Practices and Procedures for UPSI https://www.nykaa.com/media/wysiwyg/2021/Investors-Relations/pdfs/10-
12 Obligations with 26 Yes • Memberships/Chairmanships in Committees 11/Code-of-Practices-and-Procedures-for-Fair-disclosure-of-UPSI-.pdf
respect to employees • Affirmation on compliance with Code of Conduct by Directors Induction and Familiarisation Programme for https://www.nykaa.com/media/wysiwyg/2021/Investors-Relations/pdfs/10-
including Senior and Senior Management Independent Director 11/Induction-Familiarisation-Programme-for-Independent-Directors.pdf
Management, Key • Disclosure of shareholding by Non-Executive Directors
Managerial Persons, • Disclosures by Senior Management about potential conflicts of Dividend Distribution Policy https://www.nykaa.com/media/wysiwyg/2021/Investors-Relations/pdfs/10-
Directors and interest 11/Dividend-Distribution-Policy.pdf
Promoters • No agreement with regard to compensation or profit sharing Determining Materiality for Disclosure https://www.nykaa.com/media/wysiwyg/2021/Investors-Relations/pdfs/10-
in connection with dealings in securities of the Company by 11/Materiality-for-Disclosures-Policy.pdf
Key
Managerial Personnel, Director and Promoter Code of Conduct for Board and https://www.nykaa.com/media/wysiwyg/2021/Investors-Relations/pdfs/10-
Senior
13 Other Corporate 27 Yes • Compliance with discretionary requirements Management 11/Code-of-Conduct-for-Board-and-Senior-Management.pdf
Governance • Filing of quarterly, half-yearly and yearly compliance report on
Board Evaluation Framework https://www.nykaa.com/media/wysiwyg/2021/Investors-Relations/pdfs/10-
requirements Corporate Governance
11/Board-of-Directors-Evaluation-Framework.pdf
14 Website 46(2)(b) Yes • Terms and conditions of appointment of Independent Directors
to (i) Archival Policy https://www.nykaa.com/media/wysiwyg/2021/Investors-Relations/pdfs/10-
• Composition of various Committees of the Board of Directors
11/Archival-Policy.pdf
• Code of Conduct of Board of Directors and Senior
Management Personnel Policy for Preservation of documents https://www.nykaa.com/media/wysiwyg/2021/Investors-Relations/pdfs/10-
• Details of establishment of Vigil Mechanism/Whistle-blower 11/Policy-for-preservation-of-documents.pdf
policy Nykaa Health, Safety and Environment Policy https://www.nykaa.com/media/wysiwyg/2021/Investors-Relations/pdfs/10-
• Criteria of making payments to Non-Executive Directors 11/Nykaa-Health-Safety-and-Environment-Policy.pdf
• Policy on dealing with related party transactions
• Policy for determining material subsidiaries CSR Policy https://www.nykaa.com/media/wysiwyg/2021/Investors-Relations/pdfs/10-
• Details of familiarisation programmes imparted to Independent 11/CSR-Policy.pdf
Directors
Compliance Certificate from Secretarial Auditor regarding compliance of conditions of Corporate Governance For and on behalf of the Board of Directors
A certificate from M/s. S. N. Ananthasubramanian & Co., Company Secretaries, regarding compliance of conditions
of Corporate Governance forms part of this Annual Report as Annexure - IV. Falguni Nayar
Disclosure in relation to recommendation made by any Committee which was not accepted by the Board Executive Chairperson, Managing Director & CEO
There was no instance during the financial year 2021-22, where the Board of Directors of the Company has not DIN:- 00003633
accepted any recommendations, if any, of its Committees.
Place: Mumbai
Date: May 27,
2022
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ANNEXURE – III(A) ANNEXURE – III(B)

DECLARATION ON ADHERENCE TO THE CODE OF CONDUCT CEO AND CFO
CERTIFICATION
To, To,
The Members of FSN E-Commerce Ventures Limited
The Board of Directors (‘Board’)
I hereby confirm that pursuant to the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) FSN E-Commerce Ventures Limited
Regulations, 2015, the Company has obtained from all the members of the Board and Senior Management
104 Vasan Udyog Bhavan, Sun Mill Compound,
Personnel, affirmation(s) that they have complied with the Code of Conduct for Board Members and Senior Management
Tulsi Pipe Road, Lower Parel,
Personnel in respect of the financial year ended March 31, 2022.
Mumbai – 400 013
For and on behalf of the Board of Directors 1. We have reviewed financial statements and the cash flow statement of FSN E-Commerce Ventures Limited
(“the Company”) for the year ended March 31, 2022 and to the best of our knowledge and belief:
i. these statements do not contain any materially untrue statement or omit any material fact or contain
Sd/-
statements that might be misleading;
Falguni Nayar
Executive Chairperson, ii. these statements together present a true and fair view of the Company’s affairs and are in compliance with
Managing Director & CEO existing accounting standards, applicable laws and regulations.
DIN:- 00003633 2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year
Place: Mumbai which are fraudulent, illegal or violative of the Company’s code of conduct.
Date: May 27,
2022 3. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we
have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting
and we have disclosed to the auditors and the Audit Committee, deficiencies, if any, in the design or operation
of such internal controls, of which we are aware and the steps we have taken or propose to take to rectify these
deficiencies.
4. We have indicated to the auditors and the Audit Committee:
i. there are no significant changes in internal controls over financial reporting during the year;
ii. there are no significant changes in accounting policies during the year; and
iii. there are no instances of significant fraud of which we have become aware.
For FSN E-Commerce Ventures Limited
Arvind Agarwal Falguni Nayar

Chief Financial Officer Executive Chairperson, Managing Director
& Chief Executive Officer
Place: Mumbai
Date: May 27, 2022
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ANNEXURE – III(C) ANNEXURE – III(C)

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
[Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015]
To,
The Members, Sr. Director Identification
Name of Director Date of Appointment Date of Cessation
No. Number (DIN)
FSN E-Commerce Ventures Limited 1. Falguni Nayar 00003633 24-04-2012 –
CIN: L52600MH2012PLC230136 2. Milan Khakhar 00394065 28-09-2015 –
104, Vasan Udyog Bhavan, 3. Alpana Parida 06796621 28-09-2015 –
Sun Mill Compound, Tulsi Pipe Road, 4. Anita Ramachandran 00118188 12-10-2015 –
Lower Parel, Mumbai – 400 013 5. Vikram Sud 01853732 06-07-2016 09-04-2021
6. Yogesh Mahansaria 00090323 09-11-2016 30-07-2021
We have examined the following documents: 7. Adwaita Nayar 07931382 22-01-2018 –
8. Shefali Munjal 01336733 25-01-2018 15-07-2021
(i) Declaration of non-disqualification as required under Section 164 of Companies Act, 2013 (‘the Act’);
9. William Sean Sovak 01161892 24-09-2018 15-07-2021
(ii) Disclosure of concern or interests as required under Section 184 of the Act; (hereinafter referred to as ‘relevant 10. Akshay Tanna 02967021 04-06-2019 15-07-2021
documents’) 11. Anchit Nayar 08351358 13-08-2019 –
12. Padmini Aditya Vikram Somani 00046486 13-08-2019 15-07-2021
as submitted by the Directors of FSN E-Commerce Ventures Limited (“the Company”) having its registered office at 104,
This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with
Vasan Udyog Bhavan, Sun Mill Compound, Tulsi Pipe Road, Lower Parel, Mumbai – 400013, to the Board of
which the management has conducted the affairs of the Company.
Directors of the Company (“the Board”) for the Financial Year 2021 – 2022 and Financial Year 2022 – 2023
and relevant registers, records, forms and returns maintained by the Company and as made available to us for the purpose This Certificate has been issued at the request of the Company to make disclosure in its Corporate Governance Report
of issuing this Certificate in accordance with Regulation 34(3) read with Schedule V Para C Clause 10(i) of SEBI of the Financial Year ended 31st March, 2022.
(LODR) Regulations, 2015. We have considered non-disqualification to include non-debarment by Regulatory/
Statutory Authorities.
For S. N. ANANTHASUBRAMANIAN & Co.
It is the responsibility of Directors to submit relevant documents with complete and accurate information in Company Secretaries
accordance with the provisions of the Act. ICSI Unique Code: P1991MH040400
Peer Review Cert. No.: 606/2019
Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of
Viswanathan N.S.
the management of the Company. Our responsibility is to express an opinion on these based on our verification.
Partner
Based on our examination as aforesaid and such other verifications carried out by us as deemed necessary and adequate ACS: 61955 | COP No.: 24335
(including Directors Identification Number (DIN) status at the portal www.mca.gov.in), in our opinion and to the best ICSI UDIN: A061955D000389293
of our information and knowledge and according to the explanations provided by the Company, its officers and authorized May 25, 2022 |Thane
representatives, we hereby certify that none of the Directors on the Board of the Company, as listed hereunder for
the Financial Year ending 31st March, 2022 have been debarred or disqualified from being appointed or continuing
as Directors of Companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such
statutory authority.
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ANNEXURE – IV ANNEXURE – V
CORPORATE GOVERNANCE CERTIFICATE FORM NO. MR-3
SECRETARIAL AUDIT REPORT
[Pursuant to Regulation 34(3) and Schedule V Para E of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015)] FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2022
To, [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and
The Members, Remuneration of Managerial Personnel) Rules, 2014]
FSN E-Commerce Ventures Limited
CIN: L52600MH2012PLC230136 To,
The Members,
104, Vasan Udyog Bhavan, - Applicable only to the extent of Overseas
Sun Mill Compound, Tulsi Pipe Road, Direct Investment;
CIN: L52600MH2012PLC230136
Lower Parel, Mumbai – 400 013
104, Vasan Udyog Bhavan,
Sun Mill Compound, Tulsi Pipe Road,
1. Background Lower Parel, Mumbai – 400 013
We have been approached by FSN E-Commerce Ventures Limited (“the Company”) to examine the compliance
with the conditions of Corporate Governance by the Company, as stipulated in the SEBI (Listing Obligations and We have conducted the Secretarial Audit of the compliance
Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), as amended from time to time, for the of applicable statutory provisions and the adherence to
financial year ended on March 31, 2022. good corporate practices by FSN E-Commerce Ventures
2. Management’s Responsibility Limited (hereinafter called ‘the Company’). Secretarial
Audit was conducted in a manner that provided us
The Compliance of conditions of Corporate Governance stipulated in the Listing Regulations is the responsibility of a reasonable basis for evaluating the corporate
the management. The management shall devise adequate systems, internal controls and processes to monitor and conducts / statutory compliances and expressing our
ensure the same. opinion thereon.
3. Our Responsibility Pursuant to the listing & trading approvals received from
Our responsibility is limited to conduct an examination of the systems, internal controls and processes adopted National Stock Exchange of India Limited (NSE) & BSE
by the Company and implementation thereof to monitor and ensure with the conditions of Corporate Governance and Limited on November 09, 2021, the equity shares of the
report thereon. Company have been listed with NSE and BSE Limited
on November 10, 2021.
4. Methodology
4.1. In order to conduct our examination, we were provided with the relevant documents and information including Based on our verification of the Company’s books, papers,
explanations, wherever required. minute books, forms and returns filed and other records
maintained by the Company and also the
4.2. Our examination was conducted in a manner which provided us with a reasonable basis for evaluating the systems, information provided by the Company, its officers, agents
internal controls and processes adopted by the Company to monitor and ensure compliance with the conditions and authorized representatives during the conduct of
of Corporate Governance and to certify thereon. secretarial audit, we hereby report that in our opinion, the
5. Opinion Company has, during the audit period covering the
Based on our examination as aforesaid, the information, explanations and representations provided by the management, financial year ended on 31st March 2022, complied
we certify that, the Company has complied with the with the conditions of the Corporate Governance stipulated with the statutory provisions listed hereunder and
in the Listing Regulations, for the Financial Year ended March 31, 2022. also that the Company has proper Board-processes and
compliance-mechanism in place to the extent, in the
6. Disclaimer manner and subject to the reporting made
a. We have not verified the correctness and appropriateness of financial records and Books of Accounts of hereinafter.
the Company. We have examined the books, papers, minute books,
b. This report is neither an assurance as to the future viability of the Bank/Company nor the efficiency forms and returns filed and other records maintained by
or effectiveness with which the management has conducted the affairs. the Company for the financial year ended on 31st March,
2022 according to the provisions of:
For S. N. ANANTHASUBRAMANIAN & Co. i. The Companies Act, 2013 (the Act) and the
Company Secretaries rules made thereunder;
ICSI Unique Code: P1991MH040400
Peer Review Cert. No.: 606/2019 ii. The Securities Contracts (Regulation) Act,
1956 (‘SCRA’) and the rules made thereunder;
Viswanathan N.S.
Partner iii. The Depositories Act, 1996 and the Regulations and
ACS: 61955 | COP No.: 24335 Bye-laws framed thereunder;
ICSI UDIN: A061955D000389260 iv. Foreign Exchange Management Act, 1999 and the
May 25, 2022 |Thane rules and regulations made thereunder to the
extent of Foreign Direct Investment, Overseas
Direct Investment and External Commercial
Borrowings
Regulations, 2018; f. The Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, 2021
d. The Securities and Exchange Board of – Not Applicable as the Company has not
India (Share Based Employee Benefits) delisted/ proposed to delist its equity shares
Regulations, 2014 (up to August 12, 2021)
from any Stock Exchange during the financial
and The Securities and Exchange Board of
year under review;
India (Share Based Employee Benefits and
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 Sweat Equity) Regulations, 2021 (with effect g. The Securities and Exchange Board of
(‘SEBI Act’): from August 13, 2021); India (Buyback of Securities) Regulations,
2018 – Not Applicable as there was no
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) e. The Securities and Exchange Board of
reportable event during the financial year
Regulations, 2011; India (Registrars to an Issue and Share Transfer
Agents) Regulations, 1993 regarding the under review;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (with Companies Act and dealing with client – Not h. The Securities and Exchange Board of India (Issue
effect from August 02, 2021); Applicable as the Company is not registered and Listing of Non- Convertible
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) as Registrar to Issue and Share Transfer Agent Securities) Regulations, 2021 – Not
during the financial year under review; Applicable as there

ARE
was no reportable event during the financial year Company, for the offence
committed under Section 139 of the Act during the shareholders of the Company in the ratio of 2:1
under review;
07th Annual General Meeting of the Company held on i.e. 2 (Two) equity shares of Re. 1/- (Rupee One
i. The Securities and Exchange Board of 12th July 2019 pursuant to the order dated 06th Only) each for every 1 (One) equity share of Re.
India (Listing Obligations and Disclosure September, 2021 passed by Regional Director, 1/- (Rupee One Only) credited as fully paid up
Requirements), Regulations, 2015; Western Region, Mumbai and in proportion of the shares held by them.
vi. The Management has confirmed that there are no (ii) Compounding Fees of ` 2,00,000/- (Rupees Two Lakh • The Company was converted into a Public
laws which are specifically applicable to the Company. only) by the Company, ` 72,000/- (Rupees Seventy Limited Company vide fresh Certificate of
Two Thousand Only) each, by Ms. Falguni Nayar, Incorporation consequent upon Conversion
We have also examined compliance with the applicable
Managing Director & Ms. Rashi Mehta, Director, for dated 28th July 2021.
provisions of the following:
the offence committed under Section 203 of the Act
(i) Secretarial Standards with regard to Meetings • A new set of Memorandum of Association
read with Rule 8 of Companies (Appointment &
and Articles of Association of the Company
of Board of Directors (SS-1) and General Meetings Remuneration of Key Managerial Personnel) for the
was adopted.
(SS- 2) issued by The Institute of Company period of offence between 09th June, 2014 to 02nd
Secretaries of India; February, 2015, pursuant to the order dated 29th • Amended the Employee Stock Option Scheme
(ii) Listing Agreements entered into by the Company September, 2021 passed by Regional Director, Western – 2012 and FSN Employees Stock Scheme
with BSE Limited and National Stock Exchange of Region, Mumbai. – 2017.
India Limited. We further report that during the audit period the following events (iii) Pursuant to the approval of the Shareholders at the
During the period under review the Company has complied have occurred which had a major bearing on the Company’s 27th EGM held on 28th July 2021, the Board of
with the provisions of the Act, Rules, Regulations, affairs in pursuance of the above referred laws, rules, regulations, Directors were authorised:
Guidelines, Standards, etc. guidelines, standards etc:
• To borrow the money along with the money
th already borrowed by the Company in excess of
(i) Pursuant to the approval of the Shareholders at the 25
We further report that: Extra-Ordinary General Meeting (EGM) held on 17th its paid up capital and free reserve i.e. Up to
 The Board of Directors of the Company is duly June, 2021: ` 1,000 crores (Rupees One Thousand Crores
constituted with proper balance of Executive only) or the aggregate of the paid up
• Authorised Share Capital of the Company was capital and free reserves of the Company,
Directors, Non-Executive Directors including
increased from ` 20,00,00,000/- (Rupees Twenty whichever is higher, in terms of Section
Independent Directors and Women Directors. The
Crore only) divided into 1,95,00,000 (One crore 180(1) (c) of the Companies Act, 2013.
changes in the composition of the Board of
Ninety-Five Lakh) Equity Shares of
Directors which took place during the period • To create charges/ mortgages/ hypothecations
` 10/- (Rupees Ten Only) each and 5,00,000 (Five
under review were carried out in compliance with for an amount not exceeding ` 1,000
Lakh) Preference Shares of ` 10/- (Rupees Ten Only)
the provisions of the Act; crores (Rupees One Thousand Crores
each to ` 325,00,00,000/- (Rupees Three Hundred
 Adequate notice is given to all Directors of the Twenty Five Crore Only) divided into 27,50,00,000 only) or the aggregate of the paid up capital and
schedule of the Board and Committee (Twenty Seven Crore Fifty Lakh) Equity Shares of ` free reserves of the Company, whichever is
Meetings and Agenda & detailed notes on agenda 10/- (Rupees Ten Only) each and 5,00,00,000 (Five higher, in terms of Section 180(1)(a) of the
were sent at least seven days in advance and there Crore) Preference Shares of ` 10/- (Rupees Ten Companies Act, 2013.
exists a system for seeking and obtaining further Only) each. • To give loans, provide guarantee/security,
information and clarifications on the agenda items make investments in addition to the loans and
• A new set of Articles of Association of the
before the meeting for meaningful participation at
Company was adopted.
the meeting;
(ii) Pursuant to the approval of the Shareholders at the 26th
 All decisions of Board and Committee meetings were
carried unanimously; EGM held on 16th July 2021:
We further report that based on review of compliance • The Shares of the Company were sub-divided as
mechanism established by the Company and on the basis follows:
of the Compliance Certificate(s) issued by the Company - 27,50,00,000 (Twenty Seven Crore Fifty Lakh)
Secretary and taken on record by the Board of Directors Equity Shares of the Company having a face value
at their meeting(s), we are of the opinion that there of ` 10/- (Rupees Ten Only) each into
are adequate systems and processes in place in the 2,75,00,00,000 (Two Hundred Seventy Five
Company which is commensurate with the size and Crore) Equity shares of face value of Re. 1/-
operations of the Company to monitor and ensure (Rupee One Only) each and
compliance with applicable laws, rules, regulations and
guidelines. - 5,00,00,000 (Five Crore) Preference Shares of
the Company having a face value of ` 10/-
As informed, the Company has responded appropriately (Rupees Ten Only) each into 50,00,00,000
to notices received from various statutory/ regulatory (Fifty Crore) Preference Shares of face value of
authorities including the payment of: Re. 1 (Rupee One Only) each.
(i) Compounding Fees of ` 1,00,000/- (Rupees One • The Company, on 22nd July 2021, issued and
Lakh Only) by the Company and ` 20,000/- allotted bonus equity shares to the existing equity
(Rupees Twenty Thousand Only) by Ms.
Falguni Nayar, Managing Director of the
investments so far made in and the Section 186 of the Companies – 2012 and FSN Employees Stock Scheme Peer Review Cert. No.: 606/2019
amount for which guarantees or securities Act, 2013. – 2017.
have so far been provided for a sum not
(iv) Pursuant to the approval of the This Report is to be read with our letter of even Viswanathan N.S.
exceeding ` 1,000 crores (Rupees One
Shareholders at the 29th EGM held on date which is annexed as Annexure – A and
Thousand Crores only) over and above Partner
29th September, 2021: forms an integral part of this report.
the limit of 60% of the paid- up share ACS: 61955 | COP No.: 24335
capital, free reserves and securities premium • Amended the Articles of
For S. N. ANANTHASUBRAMANIAN & Co. ICSI UDIN: A061955D000389183
account of the Company or 100% of free Association of the Company.
reserves and securities premium account of the Company Secretaries
Company, whichever is higher, in terms of • Amended the Employee Stock Option Scheme May 25, 2022 |Thane
ICSI Unique Code: P1991MH040400

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ANNEXURE – A ANNEXURE – V(A)

FORM NO. MR-3
To, SECRETARIAL AUDIT REPORT
The Members, FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2022
CIN: L52600MH2012PLC230136 [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and
104, Vasan Udyog Bhavan, Remuneration of Managerial Personnel) Rules, 2014]
Sun Mill Compound, Tulsi Pipe Road, To,
Lower Parel, Mumbai – 400 013 India (Substantial Acquisition of Shares and
The Members, Takeovers) Regulations, 2011; (Not
Our Secretarial Audit Report for the Financial Year ended 31st March, 2022, of date is to be read along with this letter. Nykaa E- Retail Private Limited applicable to the Company)
104, Vasan Udyog Bhavan, S Bapat Road,
Management’s Responsibility Lower Parel Mumbai MH 400013 IN
1. It is the responsibility of the management of the Company to maintain secretarial records, devise proper We have conducted the secretarial audit of the compliance
systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the of applicable statutory provisions and the adherence to good
systems are adequate and operate effectively. corporate practices by Nykaa E- Retail Private Limited
(CIN: U74999MH2017PTC291558) (“the
Auditor’s Responsibility Company”).
2. Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by Secretarial Audit was conducted in a manner that provided
the Company with respect to secretarial compliances. us a reasonable basis for evaluating the corporate conducts/
statutory compliances and expressing our opinion thereon.
3. We have conducted the Audit as per the applicable Auditing Standards issued by the Institute of Company Secretaries
of India. Based on our verification of the Company’s books, papers,
minute books, forms and returns filed and other records
4. We believe that audit evidence and information obtained from the Company’s management is adequate and maintained by the company and also the
appropriate for us to provide a basis for our opinion. information provided by the Company, its officers, agents
5. Wherever required, we have obtained reasonable assurance about whether the statements prepared, documents or and authorized representatives during the conduct of
Records, in relation to Secretarial Audit, maintained by the Auditee, are free from misstatement. secretarial audit, we hereby report that in our opinion, the
company has, during the audit period covering the
6. Wherever required, we have obtained the management’s representation about the compliance of laws, rules financial year ended on 31st March, 2022, complied
and regulations and happening of events etc. with the statutory provisions listed hereunder and
also that the Company has proper Board-processes and
Disclaimer compliance-mechanism in place to the extent, in the
7. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy manner and subject to the reporting made
or effectiveness with which the management has conducted the affairs of the Company. hereinafter:
8. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company. We have examined the books, papers, minute books,
forms and returns filed and other records
maintained by the Company for the financial year
For S. N. ANANTHASUBRAMANIAN & Co. ended on 31st March, 2022, according to the
Company Secretaries provisions of:
ICSI Unique Code: P1991MH040400 (i) The Companies Act, 2013 (the Act) and the
Peer Review Cert. No.: 606/2019 rules made there under;
(ii) The Securities Contracts (Regulation) Act,
Viswanathan N.S. 1956 (‘SCRA’) and the rules made there
Partner under; (Not applicable to the Company)
ACS: 61955 | COP No.: 24335 (iii) The Depositories Act, 1996 and the Regulations and
ICSI UDIN: A061955D000389183 Bye-laws Framed there under; (Not applicable to the
May 25, 2022 |Thane Company)
(iv) Foreign Exchange Management Act, 1999 and the
rules and regulations made thereunder to extent
of Foreign Direct Investment, Overseas Direct
Investment and External Commercial borrowings.
(v) The following Regulations and Guidelines prescribed
under the Securities and Exchange Board of India Act,
1992 (‘SEBI Act’); (Not applicable to the
Company)
(a) The Securities and Exchange Board of
(f) The Securities and Exchange Board of We have also examined compliance with the applicable
India (Registrars to an Issue and Share Transfer clauses of the following:
Agents) Regulations, 1993 regarding the
(i) Secretarial Standards issued by The Institute
Companies Act and dealing with client; (Not
of Company Secretaries of India.
applicable to the Company)
(g) The Securities and Exchange Board of (ii) The Listing Agreements entered into by the Company
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (Not
India (Delisting of Equity Shares) with Stock Exchange(s), if applicable; (Not applicable
applicable to the Company) to the company)
Regulations, 2021; (Not applicable to the
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Company) and During the period under review the Company has complied
Regulations, 2018; (Not applicable to the Company)
(h) The Securities and Exchange Board of with the provisions of the Act, Rules, Regulations,
(d) The Securities and Exchange Board of India (Share based Employee Benefits and Sweat Equity) India (Buyback of Securities) Regulations, 2018; Guidelines, Standards, etc.
Regulation, 2021; (Not applicable to the Company) (Not applicable to the Company)
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not WE FURTHER REPORT THAT
(vi) Other laws as may be applicable specifically
applicable to the Company) to the company) The Board of Directors of the Company is duly constituted
with proper balance of Executive Directors, Non-Executive

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Directors and Independent Directors. The changes

in the composition of the Board of Directors that Company’s holding company, FSN E-Commerce Ventures ANNEXURE – A
took place during the period under review were carried Private Limited was converted into a Public Company,
out in compliance with the provisions of the Act. pursuant to which its name was changed to ‘FSN
E-Commerce Ventures Limited’ By virtue of conversion
Adequate notice is given to all directors to schedule the of the Holding Company into a Public Company,
Board Meetings, agenda and detailed notes on agenda the Company is now a Deemed Public Company and shall To,
were sent at least seven days in advance, and a system be subject to all applicable provisions as enunciated under The Members,
exists for seeking and obtaining further information and the Companies Act, 2013. Nykaa E- Retail Private Limited
clarifications on the agenda items before the meeting and 104, Vasan Udyog Bhavan, S Bapat Road,
for meaningful participation at the meeting. Lower Parel Mumbai MH 400013 IN
Majority decision is carried through while the dissenting SAP & Associates
members’ views are captured and recorded as part of Company Secretaries
Re: Secretarial Audit Report of even date is to be read along with this
letter.
the minutes. 1. Maintenance of secretarial records is the responsibility of the management. Our responsibility is to express an opinion
Prakash Shenoy
We further report that there are adequate systems and on these secretarial records based on our audit.
Partner
processes in the company commensurate with the size ACS: 14026 | COP No.: 22619 2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
and operations of the company to monitor and ensure UDIN: A014026D000391911 correctness of the contents of the secretarial records. The verification was done on test-check basis to ensure that
compliance with applicable laws, rules, regulations correct facts are reflected in secretarial records. We believe that the process and practices, we followed provide
May 26, 2022 |Mumbai
and guidelines. a reasonable basis for our opinion.
We further report that during the audit period 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
Note: This Report is to be read with our letter of even date
the Company has done the following transactions
in due compliance with the applicable provisions of the which is annexed as Annexure A and Forms an integral part 4. Wherever required, we have obtained management representation about the compliance of laws, rules and regulations
Act: of this report. and happening of events, etc.
5. The compliance of the provisions or corporate and other applicable laws, rules, regulations, standards, is the
responsibility of management. Our examination was limited to the verification of procedures on test-check basis.
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy
or effectiveness with which the management has conducted the affairs of the Company.
SAP & Associates

Company Secretaries
Prakash Shenoy
Partner
Place: Mumbai ACS: 14026 | COP No.: 22619
May 26, 2022
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ANNEXURE – V(B) During the period under review the Company has complied exists for seeking and obtaining further information and
with the provisions of the Act, Rules, Regulations, clarifications on the agenda items before the meeting and
FORM NO. MR-3
Guidelines, Standards, etc. for meaningful participation at the meeting.
SECRETARIAL AUDIT REPORT
Mr. Tarun Pathria who had appointed as Chief Financial Majority decision is carried through while the dissenting
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2022 Officer of the Company on August 31, 2021 was members’ views are captured and recorded as part
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and resigned on February 19, 2022. of the minutes.
Remuneration of Managerial Personnel) Rules, 2014] As per section 203 (4), If the office of any whole-time We further report that there are adequate systems and
To, key managerial personnel is vacated, the resulting vacancy processes in the company commensurate with the size
shall
The Members, be filled-up by the Board at a meeting of the Board and operations of the company to monitor and ensure
FSN Brands Marketing Private Limited within a period of six months from the date of such vacancy compliance with applicable laws, rules, regulations
A-1,135 Shah and Nahar Industrial Estate ie: on or before August 18, 2022. and guidelines.
Sitaram Jadhav Marg, Lower Parel,
We further report that during the audit period the Company
Delisle Road Mumbai City MH 400013 IN WE FURTHER REPORT THAT
has done the following transactions in due compliance with
The Board of Directors of the Company is duly constituted the applicable provisions of the Act:
We have conducted the secretarial audit of the compliance with proper balance of Executive Directors, Non-Executive
(a) The Securities and Exchange Board of Directors and Independent Directors. The changes Company’s holding company, FSN E-Commerce Ventures
of applicable statutory provisions and the Private Limited was converted into a Public Company,
adherence to good corporate practices by FSN Brands India (Substantial Acquisition of Shares and in the composition of the Board of Directors that
Takeovers) Regulations, 2011; (Not took place during the period under review were carried pursuant to which its name was changed to ‘FSN
Marketing Private Limited (CIN: E-Commerce Ventures Limited’ By virtue of conversion
U74120MH2015PTC262096) applicable to the Company) out in compliance with the provisions of the Act.
of the Holding Company into a Public Company,
(“the Company”). Secretarial Audit was conducted in a (b) The Securities and Exchange Board of Adequate notice is given to all directors to schedule the the Company is now a Deemed Public Company and shall
manner that provided us a reasonable basis for evaluating India (Prohibition of Insider Trading) Board Meetings, agenda and detailed notes on agenda be subject to all applicable provisions as enunciated under
the corporate conducts/statutory compliances and Regulations, 2015; (Not applicable to the were sent at least seven days in advance, and a system the Companies Act, 2013.
expressing our opinion thereon. Company)
Based on our verification of the Company’s books, papers, (c) The Securities and Exchange Board of SAP & Associates
minute books, forms and returns filed and other records India (Issue of Capital and Disclosure
maintained by the company and also the Company Secretaries
Requirements) Regulations, 2018; (Not
information provided by the Company, its officers, agents applicable to the Company)
and authorized representatives during the conduct of Prakash Shenoy
secretarial audit, we hereby report that in our opinion, the (d) The Securities and Exchange Board of
India (Share based Employee Benefits and Partner
company has, during the audit period covering the
financial year ended on Sweat Equity) Regulation, 2021; (Not
applicable to
31st March, 2022, complied with the statutory provisions 1992 (‘SEBI Act’):- (Not applicable to the the Company)
listed hereunder and also that the Company has proper Company)
Board-processes and compliance-mechanism in place to (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the
the extent, in the manner and subject to the Company)
reporting made hereinafter: (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,
We have examined the books, papers, minute books, forms 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company)
and returns filed and other records provided to us and (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the
maintained by the Company for the financial year ended Company) and
on 31st March, 2022, according to the provisions of:
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the
(i) The Companies Act, 2013 (the Act) and the Company)
rules made there under;
(vi) Other laws as may be applicable specifically to the company
(ii) The Securities Contracts (Regulation) Act,
We have also examined compliance with the applicable clauses of the following:
1956 (‘SCRA’) and the rules made there
under; (Not applicable to the Company) (i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(iii) The Depositories Act, 1996 and the Regulations and (ii) The Listing Agreements entered into by the Company with Stock Exchange(s), if applicable; (Not applicable to the company)
Bye-laws Framed there under; (Not applicable to the
Company)
(iv) Foreign Exchange Management Act, 1999 and the
rules and regulations made thereunder to extent
of Foreign Direct Investment, Overseas Direct
Investment and External Commercial borrowings
(v) The following Regulations and Guidelines prescribed
under the Securities and Exchange Board of India Act,
Place: Mumbai May 26, 2022 Note: This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part
of this report.

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ANNEXURE – A ANNEXURE – VI
PARTICULARS OF EMPLOYEES
[Disclosures required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
1. THE PERCENTAGE INCREASE IN THE MEDIAN REMUNERATION OF EMPLOYEES DURING THE
FSN Brands Marketing Private Limited
FINANCIAL YEAR
A-1,135 Shah and Nahar Industrial Estate
Sitaram Jadhav Marg, Lower Parel, Median remuneration of the employees of the company as at the end of the year under review was 0.8 million which
Delisle Road Mumbai Mumbai City MH 400013 IN was at the same level as the previous year’s median remuneration*.
2. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF
Re: Secretarial Audit Report of even date is to be read along with this letter. EMPLOYEES FOR THE FINANCIAL YEAR 2021-2022; AND
1. Maintenance of secretarial records is the responsibility of the management. Our responsibility is to express an opinion 3. THE PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR, CHIEF
on these secretarial records based on our audit. FINANCIAL OFFICER, CHIEF EXECUTIVE OFFICER, COMPANY SECRETARY OR MANAGER,
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the DURING THE FINANCIAL YEAR 2021-2022
correctness of the contents of the secretarial records, The verification was done on test-check basis to ensure that
Percentage
correct facts are reflected in secretarial records, We believe that the process and practices, we followed provide Remuneration for
increase/(decrease) Ratio to median
a reasonable basis for our opinion. Sr. the financial year
Name Designation in remuneration in remuneration
No. 2021-2022
the financial year (in times)
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. (in ` million)
2021-2022(%)
4. Wherever required, we have obtained management representation about the compliance of laws, rules and regulations Non-Executive Directors*
and happening of events, etc. 1. Ms. Anita Ramachandran Independent Director 2.0 100% 2.6
5. The compliance of the provisions or corporate and other applicable laws, rules, regulations, standards, is the (refer note 1)
responsibility of management. Our examination was limited to the verification of procedures on test-check basis. 2. Ms. Alpana Parida Independent Director 1.0 (33%) 1.3
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy (refer note 2)
or effectiveness with which the management has conducted the affairs of the Company. 3. Mr. Pradeep Parameswaran Independent Director 0.5 (refer note 3) 0.6
4. Mr. Seshashayee Sridhara Independent Director 0.5 (refer note 4) 0.6
5. Ms. Milind Sarwate Independent Director 3 (refer note 5) 3.8
SAP & Associates
Executive Directors
Company Secretaries 6. Ms. Falguni Nayar Executive Chairperson, 20.7 (78%) 26.5
Managing Director and Chief (refer note 6)
Prakash Shenoy Executive Officer

Partner 7. Ms. Adwaita Nayar Executive Director 17.4 (refer note 7) 22.4
Place: Mumbai ACS: 14026 | COP No.: 22619 8. Mr. Anchit Nayar Executive Director 3.7 (refer note 8) 4.8
May 26, 2022 Key Managerial Personnel
9. Mr. Arvind Agarwal Chief Financial Officer 75.2 (refer note 9) 96.5
10. Mr. Rajendra Punde Company Secretary & 12.1 (refer note 10) 15.5
Compliance Officer
*Remuneration includes all elements of cash salary and perquisites including ESOPs
1. Re-designated as Independent Director w.e.f. July 15, 2021
2. Re-designated as Independent Director w.e.f. July 15, 2021
3. Appointed as Independent Director w.e.f. July 15, 2021
6. Total earning for the Financial Year 2021-22 was INR 60 Mn of which INR 20.7 Mn was through FSN E-Commerce Ventures Limited
7.Designated as Executive Director w.e.f. July 01, 2021
8. Designated as Executive Director w.e.f. July 01, 2021. Total earnings for the Financial Year 2021-22 was 17.4 Mn of which INR 3.7 Mn was through
9. Appointed as Chief Financial Officer w.e.f. June 01, 2020
10. Appointed as Head Company Secretary and Legal w.e.f. November 05, 2020
11. Sanjay Nayar and Milan Khakhar, Non-Executive Directors of the Company, were not paid any remuneration
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4. THE NUMBER OF PERMANENT EMPLOYEES ON ROLLS OF THE COMPANY: 202

ANNEXURE – VII
5. AVERAGE PERCENTILE INCREASE ALREADY MADE IN SALARIES OF EMPLOYEES OTHER THAN
THE MANAGERIAL PERSONNEL IN THE LAST FINANCIAL YEAR AND ITS COMPARISON WITH THE Annual Report on CSR Activities
PERCENTILE INCREASE IN THE MANAGERIAL REMUNERATION AND JUSTIFICATION THEREOF March 31, 2022
AND POINT OUT IF THERE ARE ANY EXCEPTIONAL CIRCUMSTANCES FOR INCREASE IN [Pursuant to Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy)
THE MANAGERIAL REMUNERATION: Rules, 2014]
The average percentage increase in the salary (includes fixed pay and actual performance bonus) of employees other
than the managerial personnel in the last financial year is 8%. Managerial remuneration dropped by 56% due to one- Annual Report on Corporate Social Responsibility 1. Nykaa’s Fight Against the Pandemic: During
time pay-outs in the Financial Year 2020-21. Individual salaries have been benchmarked against similar companies (CSR) Activities for the Financial Year 2021-22 the pandemic, Nykaa contributed to Give India
in India. Increment has been decided basis individual performance, internal parity and market competitiveness. Foundation to provide medical essentials to hospitals
1. BRIEF OUTLINE ON CSR POLICY OF THE in Maharashtra. Nykaa’s also utilised the reach of
6. AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF its digital platform to initiate a fundraiser in
COMPANY
THE COMPANY. partnership with GiveIndia, where the funds
The Company through its CSR programme aims to
The company affirms that the remuneration paid is as per the remuneration policy of the Company. raised through the platform were contributed
be a champion of authentic self- expression and
towards Covid-19 relief initiatives.
one that inspires positive change. The philosophy
For and on behalf of the Board of Directors centres around driving Empowerment and Inclusion At the beginning of the pandemic, Nykaa
for all. This includes the communities our business employees contributed a day’s salary to the PM’s
Falguni Nayar operates in, and the marginalised – socially and COVID relief fund. In order to boost the sum
Executive Chairperson, Managing Director & CEO economically, as well as society at large. The donated, Falguni personally matched the total
DIN: 00003633 Company’s ambition is to lay a CSR foundation that amount of employee contribution. Nykaa believes
seamlessly aligns with its social voice and business people are its biggest strength and despite the
Place: Mumbai behaviour. Our intention and efforts will be to ensure pressures of the pandemic on the job sector, ensured
Date : May 27, 2022 programmes that are meaningful, scalable, there were no pay reductions or job cuts. Instead,
sustainable and timeless. when its stores were shut for an extended
period, the company focused on the upskilling
The objective of CSR policy of the Company is
and training of its employees.
to lay down the guidelines and mechanism to carry
out CSR projects/programmes by the Company 2. Slum Soccer: Slum Soccer exists to foster sustainable
and its subsidiaries and to report its CSR efforts in development within otherwise marginalised
the format provided by the rules under the Act. populations of India. Their program Edukick, is a unique
The salient features of the CSR Policy are as yet powerful method designed to help students
under: from 1st to 4th Std to grasp basic concepts of
mathematics and increase their awareness about
• Purpose of the Policy
important issues such as pandemic, health and
• Policy statement hygiene. Stewarding strategic programmes within
• Scope of CSR Activities the realm of traditional/ non-traditional education is
• Focus areas for CSR central to Nykaa’s CSR efforts. Specifically for
children, adolescents as they fall within the age
• CSR Committee
group of impressionable individuals that require
• CSR Budget specialised support and guidance to positively
• Project Life Cycle and holistically shape their future.
• CSR Implementation 3. Dehaat Foundation: A non-profit committed
• Treatment of Surpluses to creating access to livelihoods and income
generation for women in India. In line with
While the Ministry of Corporate Affairs has Nykaa’s focus on entrepreneurship, the
spelt out the CSR activities under Schedule VII donation aims to support women’s ambitions of
to the Companies Act, 2013, in order to build attaining financial independence through skills unique
focus and have a more impactful execution – to them. Our aim is not limited to merely training for
with a view to make a difference – Company’s available jobs but to also support programs that help
focus areas for CSR are as follows: create sustainable livelihoods. We aspire to empower
• Upliftment and mentoring of vulnerable individuals to participate in the economy and
age groups encourage contribution to positive change in
• Education, skilling & entrepreneurship their communities.
• Access to healthcare Over and above these, from time to time, on
• Sustainability and environmental responsibility need and criticality basis the Company will review
additional CSR activities which are prescribed under
In the last one year, we have made significant Schedule VII of the Companies Act 2013, such
investments and healthy progress in some of our as:
company’s focus areas:
• Contribution to Government’s various Relief funds

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• Support Armed forces welfare (B) Details of CSR amount spent against ongoing projects for the financial year:
• Support to Research & technology Amount Mode of Implementation
Item from
• Protection of National heritage the list of Local Location of the Amount Amount transferred to Mode Through Implementing
Project spent of
• Promote Sports Sr. Name of activities in area allocated in the current unspent CSR Implementation - Agency
the Project for
Schedule Account for Direct

No. Project (Yes / duration the project Financial Year CSR
2. Composition of Corporate Social Responsibility & Environmental, Social and Governance Committee (“CSR VII to No) State District (in `) (in `)
the project as (Yes/No)
Name Registration
the Act per Section
Number
Committee”): 135(6) (in `)
1 Nykaa Promoting Yes Gujarat Ahmedabad March 29, Up 4,00,000 15,11,000 No Indian CSR00
to
Sr. Number of meetings Number of meetings of Practitioner Education 2022 to 2,00,00,000 Institute of 004788
Designation/ Nature of
No. Name of Director of CSR Committee held CSR Committee attended Chair in Management,
Directorship March 31,
during the year during the year Entrepreneurship 2025 Ahmedabad
1 Ms. Anita Ramachandran Chairperson 5 5 at Indian Institute
2 Ms. Adwaita Nayar Member 5 5 of Management -
Ahmedabad
3 Mr. Sanjay Nayar Member 4 4
3. WEB-LINK WHERE COMPOSITION OF CSR COMMITTEE, CSR POLICY AND CSR PROJECTS (C) Details of CSR amount spent against other than ongoing projects for the financial year:
APPROVED: Item from the Local Location of the Amount Mode of Mode of Implementation Through
https://www.nykaa.com/media/wysiwyg/2021/Investors-Relations/pdfs/10-11/CSR-Policy.pdf Sr. Name of the list of activities area Project Implementation Implementing Agency
spent for
- Direct
No. Project in Schedule VII (Yes the project CSR Registration
(Yes/No)
4. DETAILS OF IMPACT ASSESSMENT OF CSR PROJECTS CARRIED OUT IN PURSUANCE OF SUB-RULE to the Act / No) State District (in `) Name
Number
3) OF RULE 8 OF THE COMPANIES (CORPORATE SOCIAL RESPONSIBILITY POLICY) RULES, 2014, IF 1 Covid Relief Promoting Yes PAN India 25,00,000 No Give India CSR00000389
APPLICABLE (ATTACH THE REPORT): health Foundation
Not Applicable for the financial year under review care
including
preventive
5. DETAILS OF THE AMOUNT AVAILABLE FOR SET OFF IN PURSUANCE OF SUB-RULE (3) OF RULE 7 health care
OF THE COMPANIES (CORPORATE SOCIAL RESPONSIBILITY POLICY) RULES, 2014 AND AMOUNT
REQUIRED FOR SET OFF FOR THE FINANCIAL YEAR, IF ANY: (D) AMOUNT SPENT IN ADMINISTRATIVE OVERHEADS: Nil
NIL
(E) AMOUNT SPENT ON IMPACT ASSESSMENT, IF APPLICABLE: Not Applicable
6. AVERAGE NET PROFIT OF THE COMPANY AS PER SECTION 135(5): (F) TOTAL AMOUNT SPENT FOR THE FINANCIAL YEAR (8B+8C+8D+8E)
` 22,05,37,333/-
Amount (in `)
7. (A) TWO PERCENT OF AVERAGE NET PROFIT OF THE COMPANY AS PER SECTION 135(5): 8(b) -
` 44,10,747/- 8(c) 29,00,000
8(d) -
(B) SURPLUS ARISING OUT OF THE CSR PROJECTS OR PROGRAMMES OR ACTIVITIES OF THE 8(e) -
PREVIOUS FINANCIAL YEARS:
Total 29,00,000
Nil
(G) EXCESS AMOUNT FOR SET OFF, IF ANY: Not Applicable
(C) AMOUNT REQUIRED TO BE SET OFF FOR THE FINANCIAL YEAR, IF ANY:
Nil 9. (A) DETAILS OF UNSPENT CSR AMOUNT FOR THE PRECEDING THREE FINANCIAL YEARS:
Nil
(D) TOTAL CSR OBLIGATION FOR THE FINANCIAL YEAR (7A+7B-7C):
` 44,10,747 (B) DETAILS OF CSR AMOUNT SPENT IN THE FINANCIAL YEAR FOR ONGOING PROJECTS OF
THE PRECEDING FINANCIAL YEAR(S):
8. (A) CSR AMOUNT SPENT OR UNSPENT FOR THE FINANCIAL YEAR: Not Applicable
Amount Unspent (in `)
10. IN CASE OF CREATION OR ACQUISITION OF CAPITAL ASSET, FURNISH THE DETAILS RELATING TO
Total Amount Spent for the
Total Amount transferred to Unspent CSR Amount transferred to any fund specified under Schedule VII as per THE ASSET SO CREATED OR ACQUIRED THROUGH CSR SPENT IN THE FINANCIAL YEAR:
Financial Year
Account as per Section 135(6). second proviso to Section 135(5).
There was no creation or acquisition of capital asset through CSR spent in the financial year
Amount Date of transfer Name of the fund Amount Date of transfer
` 29,00,000 ` 15,11,000 April 05, 2022 N.A. N.A. N.A. 11. SPECIFY THE REASON(S), IF THE COMPANY HAS FAILED TO SPEND TWO PER CENT OF THE
AVERAGE NET PROFIT AS PER SECTION 135(5):
During the year under review, the Company along with its wholly owned subsidiary Company i.e. Nykaa E-Retail
P ivate Limited (“Nykaa E-Retail”) has entered into a Memorandum of A) for implementing a project to enhance the education and research in entrepreneurship through establishment of a
r Understanding with Indian Institute of Management, Ahmedabad (IIM- “Practitioner Chair in Entrepreneurship” (“Entrepreneurship Chair”), created exclusively for

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undertaking CSR activities, at IIM-A and conduct of other activities towards enhancing the overall education and
mentorship of entrepreneurs/potential entrepreneurs (“ hereinafter referred as Project”). BUSINESS RESPONSIBILITY REPORT
In terms of the Memorandum of Understanding executed between the Company, Nykaa E-Retail (the Company
and Nykaa E-Retail are collectively referred as “Nykaa”) and IIM-A, Nykaa will extend support to the multi-year
ongoing “Project” as a fresh initiative under the current CSR initiatives, by way of donation to the extent of up to
SECTION A: GENERAL INFORMATION ABOUT 5. List of activities in which CSR expenditure has
`2,00,00,000/-. The period of “Project” is of three years. During the year under review, the Company made THE COMPANY been incurred:
an initial contribution of `4,00,000/- towards the “Project”.
1. Corporate Identity Number (CIN) of the a) During the second wave of the COVID-19
The balance amount of `15,11,000/- has been transferred to a separate bank account as unspent and committed to Company: L52600MH2012PLC230136 pandemic, the Company provided medical
IIM-A for the “Project”. IIM-A and Nykaa are in the process of finalising the scope of the constituted “Entrepreneurship essentials such as N-95 masks, PPE kits,
Chair”, further to which the remaining amount will be transferred to IIM-A. This is approved by the CSR 2. Name of the Company: FSN E-Commerce
sanitisers, and pulse oximeters to hospitals in
Committee and the Board of Directors and is in compliance with the provisions of Section 135(6) of the Ventures Limited
Maharashtra through the Give India Foundation.
Companies Act, 2013. 3. Registered address: 104, Vasan Udyog Bhavan, b) Indian Institute of Management, Ahmedabad –
Sun Mill Compound, Tulsi Pipe Road, Lower Parel, Promoting Education
Mumbai 400 013, Maharashtra
c) Slum Soccer – Foster sustainable development
Anita Ramachandran Adwaita Nayar
4. Website: https://www.nykaa.com/ within marginalised populations of India
Director Director
5. E-mail id: [email protected]
DIN: 00118188 DIN: 07931382 SECTION C: OTHER DETAILS
(Chairperson – CSR Committee) (Member) 6. Financial Year reported: 2021-22 1. Does the Company have any subsidiary companies?
7. Sector(s) that the Company is engaged in (industrial Following are the direct and indirect subsidiaries of
Mumbai, May 27, 2022 Mumbai, May 27, 2022 activity code-wise): Manufacturing the Company:
8. List three key products/services that the Company a) Direct Subsidiaries
manufactures/provides (as in the balance sheet): • Nykaa E-Retail Private Limited
Beauty and Personal Care • FSN Brands Marketing Private Limited
Fashion • Nykaa-KK Beauty Private Limited
• Nykaa Fashion Private Limited
9. Total number of locations where business activity is
undertaken by the Company • FSN International Private Limited
• FSN Distribution Private Limited
a) Number of International Locations (Provide
details of major 5): The United Arab Emirates • Dot & Key Wellness Private Limited
and the United Kingdom. b) Indirect Subsidiaries
b) Number of National Locations: Pan India (23 • FSN Global FZE
Warehouses, 105 Retail Offices, • Nykaa International UK Limited
Registered office located at Mumbai and
regional office situated at Delhi, Gurgaon, 2. Do the subsidiary Companies participate in the
Bengaluru and Kolkata) BR Initiatives of the parent Company? If yes, then
indicate the number of such subsidiary companies.
10. Markets served by the Company – Local/State/
National/International: Pan India Yes, we have considered FSN E-Commerce Ventures
Limited and its subsidiary Nykaa E-Retail
SECTION B: FINANCIAL DETAILS OF THE Private Limited (‘E-Retail’) for the purpose of
COMPANY business responsibility report, collectively
referred to as ‘Company’ or ‘Nykaa’.
1. Paid-up capital (` ): 474,104,876
3. Do any other entity/entities (e.g., suppliers,
2. Total turnover (` ): 37,739.35 millions (at distributors, etc.) that the Company does business
consolidated level) with, participate in the BR initiatives of the
3. Total profit after taxes (` ): 412.88 millions Company? If yes, then indicate the percentage of
(at consolidated level) such entity/entities? [Less than 30%, 30-60%, More
than 60%]
4. Total spending on Corporate Social Responsibility
(CSR) as a percentage of profit after tax (%): 2% The Company manufactures, imports and sources
of the average net profits of the Company beauty products from manufacturers and
made during the three immediately preceding authorised distributors to deliver authentic and
financial years (including E-Retail) i.e., ` genuine products to its customers and eliminates
1,37,84,680 out of which ` 49,86,000 is unspent risk of counterfeit products. The Company’s
and transferred to Unspent CSR Account as per agreements / contracts addresses areas like Code of
Section 135(6) of the Companies Act, 2013. Ethical Purchasing, Anti- bribery, and Compliance of
laws regulations which our suppliers are obliged to
adhere strictly.
FBSUNSIEN-ECSOSMRMESEPROCNE
SVIEBNILTITUYRREESPLOIMRITTED WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
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SECTION D: BR INFORMATION
b) If the answer to the question at serial number 2.1. against any principle, is ‘No’, please explain why: (Tick
1. Details of Director/Directors responsible for BR up to 2 options)
a) Details of the Director/Director responsible for t h e implementation of the BR policy/policies: Sr.

Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No.
1 The Company has not
DINunderstood the Name Designation NA NA NA NA NA NA NA NA NA
00118188 Ms. Anita Ramachandran Independent Director principles
2 The Company is not at a stage where it finds
Details of the BR head: NA NA NA NA NA NA NA NA NA
b) itself in a position to formulate and implement
the policies on specified principles
No. Particulars Details
3 The Company does not have financial or NA NA NA NA NA NA NA NA NA
1 DIN Number (if applicable) -
manpower resources available for the task
2 Name Arvind Agarwal
4 It is planned to be done within next 6 months NA NA NA NA NA NA NA NA NA
3 Designation CFO
4 Telephone number + (91) 022-66149696 5 It is planned to be done within the next 1 year NA NA NA NA NA NA NA NA NA
5 E-mail ID [email protected] 6 Any other reason (please specify) NA NA NA NA NA NA NA NA NA
Note: NA stands for Not Applicable

2. Principle-wise (as per NVGs) BR
Policy/policies:
a) Details of compliance (Reply in Y/N) 3. Governance related to BR 2. How many stakeholder complaints have been
a) Indicate the frequency with which the Board of received in the past financial year and what
Sr. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9 Directors, Committee of the Board,or CEO percentage were satisfactorily resolved by the
meet
No. management?
to assess the BR performance of the
1 Do you have a policy/policies for… Y Y Y Y Y Y Y Y Y Company. Within 3 months, 3-6 months,
Complaint No. of complaints % Satisfactorily
2 Has the policy been formulated in Y Y Y Y Y Y Y Y Y Annually, more than 1 year S.No.
category received resolved
consultation with the relevant stakeholders? The CSR & ESG Committee of the Company 1 Investor 2,751 100
3 Does the policy conform to any National/ Y Y Y Y Y Y Y Y Y meets every quarter to discuss and review policies
international standards? If yes, specify? 2 Customer 25,079 100
in place while ensuring that meaningful, scalable
4 Has the policy been approved by the Board? Y Y Y Y Y Y Y Y Y and sustainable programmes are implemented 3 Employee 4 100
If yes, has it been signed by the MD/ owner/ Y Y Y for the betterment of relevant stakeholders. Company has a grievance redressal mechanism and has put in
Y Y Y Y Y Y b) Doesthe Companypublish a BRora Sustainability place policies and committees such as
CEO/ appropriate Board of Directors?
5 Does the Company have a specified committee of the Board/ Y Y Y Y Y Y Y Y Y Report? What is the hyperlink for viewing this POSH and Whistle-blower to address these issues.
Director/ Official to report? How frequently it is published? Employees can write to [email protected] to raise
oversee the implementation of the policy? The Company was listed on November 10, their complaint.
6 Indicate the link for the policy to be viewed https://www.nykaa.com/policies 2021, and hence, BRR reporting was not
online? applicable. The Company has published BR Principle 2: Businesses should provide goods and
7 a) Has the policy been formally Y Y Y Y Y Y Y Y Y report for FY2021-22 which is forming part
services that are safe and contribute to sustainability
communicated to all relevant
of its Annual report. throughout their life cycle
internal
stakeholders?
b) Has the policy been formally
Y Y Y Y Y Y Y Y Y
1. List up to 3 of your products or services whose
communicated to all relevant external SECTION E: PRINCIPLE-WISE PERFORMANCE design has incorporated social or
environmental
stakeholders?
Principle 1: Businesses should conduct and concerns, risks, and/or opportunities.
8 Does the Company have an in-house Y Y * Y Y Y Y Y Y govern themselves with Ethics, Transparency, and Nykaa acknowledges its responsibility towards the
structure to implement the policy/ policies? Accountability wellbeing of society and environment and makes it
9 Does the Company have a grievance redressal Y Y Y Y Y Y NA Y Y a guiding principle in every aspect of the creation,
mechanism related to the policy/ policies 1. Does the policy relating to ethics, bribery, design and execution of our products. The design
to address stakeholders’ grievances related and corruption cover only the Company? Yes/ of our products is based on ethically sourced
to No. Does it extend to the Group/Joint ingredients
the policy/ policies? Ventures/
Suppliers/Contractors/NGOs/Others? and environmentally friendly formulations following
10 Has the Company carried out an independent Y Y ** Y Y *** NA N Y existing regulatory frameworks that are extensively
audit/ evaluation of the working of this policy The Anti-Corruption and Anti-Bribery policy covers tested for safety in use. The consciously curated
by an internal or external agency? ** No audit has been conducted in the case of the Health, Safety, and development, performance management, workplace culture
Environment policy, COVID-19 leave policy, Learning, and etc.
Note: Please refer to the “Annexure I” to understand the principle-wise compliance of the Company’s policies/codes. Development Policy, Maternity policy, and Employee Grievance and *** No audit has been conducted in the case of the Health,
*Periodic reviews are conducted in case of Leave policy, COVID-19 leave policy, Learning, and Development Policy, Maternity Policy, Redressal policy, however Company has carried out employee survey Safety, and Environment policy.
Employee Grievance, and Redressal policy, Risk Management policy, Policy on Board Diversity, Remuneration Policy for Directors, KMP, and through external agency which has helped to understand
Employees. effectiveness of employee related policies such as learning and
directors, officers, and employees working for the Company and its subsidiaries or affiliates, together formulations are manufactured employing low create a great experience with consumers for their
referred to as “the Company” or “Our Company” or “Nykaa”. The policy further applies to anyone who acts carbon footprint production practices following purchase. As a socially responsible brand, most of
for the Company, including employees (direct/ indirect), contractors, suppliers, and directors. GMP practices and packed in environmentally our product design is Paraben-free, Mineral oil free,
acceptable packaging. The products are tested with Cruelty free, Vegan, Natural actives, etc.
The Company’s code of conduct policy is agreed and signed off by all its employees at the time of their
joining of the Company and thereafter on annual basis. real consumers, before launch to ensure that designs

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All our products from cradle-to-gate strictly adhere

encourage MSME ecosystem as part of its social cartons, inventorised products ie goods, e-waste & 7. Please indicate the number of complaints relating
with sustainability parameters, below are a few ranges
responsibility objectives plastic waste. There exists an Extended Producer to child labor, forced labor, involuntary labor, and
to illustrate the same:
Responsibility (EPR) for each of the sexual harassment in the last financial year and
• Nykaa Naturals Hair Care • The company has shifted its delivery approach company’s subsidiaries that is in action since pending, as of the end of the financial year.
from national to regional fulfillment, i.e., by April 2021,
alongwith agreements with authorised recyclers for
• Nykaa Wanderlust Bath & Body adding new warehouses to reduce overall Number of No. of complaints
collecting waste from the field across different states. complaints filed
• Nykaa Cosmetics All Day Matte Foundation kilometers & lower air shipments. In addition No. Category
pending as
The segregated waste as per gradation is handed over during the financial on end of the
to the kilometers coverage, the company’s focus
on
2. For each such product, provide the following to the recycling center at local recycling units of urban year financial year
reducing split shipment has resulted in reduction local bodies and records are maintained for the same. 1 Child labour/ 0 0
details in respect of resource use (energy, of multiple shipments therefore reducing Plastic waste is reutilised and given new life by the forced
water, raw material, etc.) per unit of product plastic and fuel consumption. likes of cement factories, oil generation units, and also labour/
(optional): reusable plastic product manufacturing. involuntary
• The company has entered into a recycling labour
a) Reduction during sourcing/production/ agreement with ‘Recykal’, in line with EPR The company has developed an environmental
distribution achieved since the previous year
throughout the value chain? guidelines to effectively manage and recycle framework that is aimed at ensuring proper 2 Sexual 0 0
plastic waste, thus eliminating single-use plastics.
management of scrap/waste generated by our harassment
b) Reduction during usage by consumers operations. In the Financial Year 2021, the 3 Discriminatory 0 0
company
(energy, water) has been achieved since • More than 70% of our packaging standards. The company deals with items like paper
the previous year? material requirements are fulfilled 4. Has the Company taken any steps to procure goods
through eco-friendly products, such as and services from local & small producers, including
The company’s strategic intent is to attain communities surrounding their place of work? If yes,
sustainable brand value by investing in Xhexcus paper, paper flyer etc
what steps have been taken to improve the capacity
new engines of ESG growth. At Nykaa, we • Nykaa sources most of its packaging and capability of local and small vendors?
develop initiatives that take care of the material from small and medium
environment footprint from product Nykaa strongly believes in fostering, uplifting and utilising
scale enterprises to
ideation to design to development to the local communities associated with the projects that it
deployment stage, even till it reaches our undertakes. We maintain and ensure active engagement
end consumers. The company ensures that the with owners of small and medium businesses along with local
products are safe and uses only regulatory communities and as a result, procure a considerably
approved ingredients as per standards laid down large proportion of its products and services from local
by the Bureau of Indian Standard (BIS) & Central communities. Nykaa supports the Atmanirbhar Bharat
Drugs Standard Control Organization Mission as a practice and procures products from over 350
(CDSCO). In addition, the company’s products MSMEs, additionally engaging them in packaging,
are manufactured in ISO certified sites relabeling activities & transportation of goods/
and plants, that drive occupational health and shipments/ couriers. For instance, in our warehouses, the
safety of people and environment. Nykaa is manpower, inventory and utility suppliers are local vendors
committed to minimising plastic waste and to (MSMEs). Nykaa supports and encourages its suppliers to
achieve the same, the company is grow from their base location and foster communities around
transitioning from plastic packaging to eco- them in the process. Nykaa also conducts training sessions for
friendly packaging alternatives like paper local vendors on regular intervals to improve the quality of
packaging for its consignments and for end deliverables.
consumers packaging.
Decentralisation/regionalisation of fulfillment centers has
also helped in generation of local employment apart from
3. Does the Company have procedures in place for
better customer experience. For e.g., Guwahati Vs
sustainable sourcing (including transportation)? If
Kolkata warehouse.
yes, what percentage of your inputs was
sourced sustainably? Also, provide details 5. Does the Company have a mechanism to recycle
thereof. products and waste? If yes what is the percentage of
To ensure sustainable and responsible procurement recycling of products and waste (separately as
practices, Nykaa has procedures in place for <5%, 5-10%, >10%). Also, provide details thereof.
sustainable sourcing aligning to its vision. Since 2019
Nykaa’s commitment to environmental sustainability is
the company has embarked on this journey and taken
reflected through its attentiveness and dedication to
several steps towards sustainable operations. Some of
crafting processes on the foundation of the 5Rs
the following initiatives to demonstrate the intent in
- Reduce, Reuse, Recycle, Refuse and Remind.
this direction:
Presently 100% of our waste materials that are eligible for
• Using bio-degradable plastic in our operations recycling are recycled, the rest are processed per industry
for packaging requirements and continuing to norms.
increase its coverage
All our packaging is recyclable inline with industry
also entered into an agreement with Rapidue 889 employment 1. Has the Company mapped its internal and external
Technologies Pte. Limited (RECYKAL), a stakeholders? Yes/No
registered waste management company, to help us 4. Please indicate the Number of 8. What percentage of your undermentioned Yes, the Company has mapped its internal and
in handling plastic waste and comply with EPR permanent employees with disabilities employees were given safety & skill up-gradation external stakeholders.
under Plastic Waste Management Rules, 2016. This number is not tracked separately as training in the last year?
Nykaa does not follow differential a) Permanent Employees: 85% - Skill upgradation 2. Out of the above, has the Company identified
Principle 3: Businesses should promote the well-being recruitment policy based on employees’ the disadvantaged, vulnerable & marginalised
of all employees b) Permanent Women Employees: 79% -
demographic details and physical abilities. stakeholders.
Skill upgradation
1. Please indicate the Total number of employees. Yes, the Company has identified the disadvantaged,
5. Do you have an employee association c) Casual/Temporary/Contractual Employees: vulnerable & marginalised stakeholders.
1,992 that is recognised by management? 100% - Safety training
No, there are no employee associations d) Employees with Disabilities: Included 3. Are there any special initiatives taken by the
2. Please indicate the Total number of employees
recognised by management under permanent employees Company to engage with the disadvantaged,
hired on a temporary/contractual/casual basis.
vulnerable, and marginalised stakeholders? If
3,986 6. What percentage of your permanent Principle 4: Businesses should respect the interests of, so, provide details thereof.
employees are members of this recognised and be responsive towards all stakeholders, especially Yes, the company has taken definitive steps to engage
3. Please indicate the Number of permanent women employee association? those who are disadvantaged, vulnerable, and with vulnerable, disadvantaged, and marginalised
employees.
Not applicable marginalised

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stakeholders. The same has been included in our CSR

works towards a positive sustainability footprint. We’re 6. Are the Emissions/Waste generated by the Principle 8: Businesses should support inclusive growth
charter ensuring empowerment, equity and inclusion
working toward a carbon-neutral future, starting Company within the permissible limits given and equitable development
for all. The company identifies, prioritises, and acts
on the needs and concerns of such individuals and
with cutting our own emissions across our value chain by CPCB/SPCB for the financial year being
and showcasing our involvement for the global reported? 1. Does the Company have specified programmes/
communities through financial and allied support, initiatives/projects in pursuit of the policy related
movement as a whole. The company has reduced its air Yes, the emissions/waste generated by the Company
such as teaching and medical aid to underprivileged to Principle 8? If yes details thereof.
shipments by shifting from national to regional is within the permissible limits given by CPCB/SPCB
children from municipal schools specifically to
fulfillment centers for deliveries of our products. All for the financial year being reported. Through its CSR initiatives, the Company aims to
maintain their education continuity during the
Nykaa premises, including our fulfillment centres, be a champion of authentic self - expression and an
pandemic. In addition to this, the company
are designed to be energy efficient. 7. Number of show cause/ legal notices received ally that inspires positive change. The key philosophy
offers preference for locals in employment
Through our beauty and fashion platforms, we actively from CPCB/SPCB which are pending (i.e. not centers around driving empowerment and inclusion
opportunities around its fulfillment centers.
curate products and brands that are making an effort resolved to satisfaction) as of the end of the for all. This includes the communities our business
The company encourages NGO partners to identify towards sustainability and spotlight them for ease Financial Year. operates in, the underprivileged and the marginalised
specific needs of the marginalised and vulnerable of discovery by consumers. Our green beauty edits - socially and economically, as well as society at large.
stakeholders through “need assessment surveys” in No such cause/ legal notices received from CPCB/ The Company is committed to the development of
and sustainable fashion curations continuously SPCB which are pending (i.e., not resolved to
order to facilitate customised CSR investments for highlight the most relevant homegrown and the country’s entrepreneurial ecosystem and has
further upliftment of such communities. satisfaction) as of the end of the financial year. facilitated the institution of an
international brands to consumers who are actively
seeking products that align with their lifestyle Entrepreneurship Chair at IIM A to support
Principle 5: Businesses should respect and promote Principle 7: Businesses, when engaged in influencing education as a path to entrepreneurship. To
choices. public and regulatory policy, should do so in a
human rights support the nation’s healthcare heroes who were
https://www.nykaa.com/media/wysiwyg/2021/ responsible manner going above and beyond to fight the pandemic, the
1. Does the policy of the Company on human rights Investors-Relations/pdfs/stock-exchange-filling/ Company joined hands with Give India to provide
cover only the Company or extend to the Group/ investor-presentation.pdf 1. Is your Company a member of any trade and access to essential protective devices, N95 masks,
Joint Ventures/Suppliers/Contractors/NGOs/ chamber or association? If Yes, Name only Oxygen masks and sanitisation essentials across the
Others? 3. Does the Company identify and assess potential those major ones that your business deals with: country.
environmental risks? Yes/No Nykaa is an active member of various industry bodies
The Company has a Code of Conduct in place which
covers human rights-related matters. The Environmental consciousness is core to our business that dedicate time and effort towards the development 2. Are the programmes/projects undertaken through
Code of Conduct applies equally to the operations and we continuously seek expert guidance of industry regulations, fair trade practices and in-house team/own foundation/external NGO/
Company and its subsidiaries and affiliates, its towards shaping our business policies and operations employment policies. Some trade and chamber or government structures/any other organisation?
directors, officers, consultants, and employees. to reduce environmental impact and mitigate potential associations of which the Company is a member are: In the last year, the company undertook
Parts of the Code of Conduct also apply to partner, risks. We work with reputed external consultants to several programs in line with its CSR strategy, to
a) FICCI - Federation of Indian Chambers of
suppliers, agents, or others acting on the assess risk assessment and management. implement programs that help drive inclusive growth
Commerce & Industry
Company’s behalf. and equitable development among relevant
4. Does the Company have any project related to b) IBHA - Indian Beauty Health Association communities in the areas of education, upskilling
Clean Development Mechanism? If so, provide of India
2. How many stakeholder complaints (with respect and entrepreneurship, through the following external
details thereof, in about 50 words or so. Also,
to human rights) have been received in the past c) CII - The Confederation of Indian Industry (CII) institutions and NGOs-
if Yes, whether any environmental compliance
financial year and what percent were satisfactorily • Indian Institute of Management, Ahmedabad:
report is filed? d) RAI - Retailers Association of India
resolved by the management? Academic Institution
Nykaa remains focused in its efforts to reduce carbon
No complaints with respect to Human Rights 2. Have you advocated/lobbied through above • Krida Vikas Sanstha also known as Slum Soccer:
footprint and runs initiatives to reduce emissions, one
violations reported. associations for the advancement or improvement Non-Profit Organisation
example of which is making sure all our premises are
energy efficient. of public good? Yes/No; if yes specify the broad • GiveIndia: Non-Profit Organisation
Principle 6: Businesses should respect, protect and areas (drop box: Governance and Administration,
make efforts to restore the environment 5. Has the Company undertaken any other initiatives Economic Reforms, Inclusive Development 3. Have you done any impact assessment of
on – clean technology, energy efficiency, Policies, Energy security, Water, Food Security, your initiative?
1. Does the policy related to Principle 6 cover
only the Company or extend to the Group/Joint renewable energy, etc. Y/N. If yes, please give a Sustainable Business Principles, Others) Nykaa’s implementation partners for CSR help
Ventures/Suppliers/Contractors/NGOs/others? hyperlink to the web page, etc. The Company actively engages with these associations provide a clear understanding of the impact of our
At Nykaa, we strive to positively contribute towards to support the shaping of relevant policies. As initiatives. The Give India fundraiser by Nykaa, during
The Health Safety and Environment policy of the second wave of the pandemic, helped us positively
the Company covers all employees, a sustainable ecosystem by ensuring the highest an Indian enterprise, the Company is committed to
level of responsibility and transparency in our the institution and implementation of impact around 3 lakh beneficiaries over a six month
customers, business partners, suppliers, visitors, period. These included healthcare professionals from
agencies, and all others who are associated with the business operations. Adhering to all environmental developmental policies to generate employment,
compliances , we constantly innovate and support inclusive growth and business sustainability primary healthcare centres and hospitals across the
Company (FSN E-Commerce Ventures Limited and country. Our support to Slum Soccer positively
its subsidiaries). work towards mitigating environmental risks and within its ecosystem and continuously shares
upgrading our existing measures. knowledge and insights towards this. impacted over 250 students from Municipal and
2. Does the Company have strategies/ initiatives Zilla Parishad schools in Nagpur.
For instance, all warehouses/ offices/ store premises
to address global environmental issues such as are equipped with energy efficient solutions (LED)-
climate change, global warming, etc.? Y/N. If yes, to increase our sustainability footprint. The company
please give a hyperlink to the webpage, etc. aims at getting more efficient with sustainability
Nykaa acknowledges the pressing issue of climate year after year.
change and through its business operations
consciously
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4. What is your Company’s direct contribution to community development projects - Amount in ` and the
details of the projects undertaken? e) Has the policy been formally communicated e) Has the policy been formally communicated
to all relevant internal and external to all relevant internal and external
The total amount spent on all CSR activities and projects by the Company during the FY 2021-22 was stakeholders? stakeholders?
` 1,37,84,680 out of which ` 49,86,000 is unspent and transferred to Unspent CSR Account as per
The policy is available on the Company’s website Yes, the policy has been communicated to the
Section 135(6) of the Companies Act, 2013. The details of the project undertaken are as follows:
to make it available for the internal and employees and the code is available on
S.No. Project Details of projects undertaken Amount (` )
external stakeholders. Also, it is available on the Company’s website to make it available for
the Human Resource Management System the internal and external stakeholders
(HRMS) (an
1 Give India During the second wave of the pandemic, the Company provided internal portal).
medical essentials such as N-95 masks, PPE kits, sanitisers, 75,00,000
f) Does the Company have an in-house structure
and pulse oximeters to hospitals in Maharashtra through the f) Does the Company have an in-house structure
to implement the policy/ policies?
GiveIndia to implement the policy/ policies?
Foundation. Periodic reviews are conducted to ensure the Periodic reviews are conducted to ensure the
2 Krida Vikas Sanstha Teaching kids in municipal schools in Nagpur mathematics through 500,000 implementation of the code.
sports. About 250 children from 1st to 4th Standard. Activities to be implementation of the policy.
delivered during PE. (through E-Retail) g) Does the Company have a grievance redressal
g) Does the Company have a grievance redressal
3 Indian Institute Cultivating Entrepreneurship through education 8,00,000 mechanism related to the policy/ policies to mechanism related to the policy/ policies to
of
Management, Ahmedabad address stakeholders’ grievances related to
address stakeholders’ grievances related to
5. Have you taken steps to ensure that this Nomination and Remuneration Committee and Audit
community development initiative is 4. Did your Company carry out any consumer survey/ Committee oversees the implementation of the the policy/ policies?
successfully adopted by the community? Please consumer satisfaction trends? policy. Yes, stakeholders can report their grievances via
explain in 50 words, or so. In our ongoing endeavor to understand our the whistle-blower mechanism.
The Company has partnered with credible consumers’ core needs, Nykaa leverages
various consumer satisfaction metrics like Net h) Has the Company carried out an independent
organisations and implementation partners for its
Promoter Score survey to capture and subsequently audit/ evaluation of the working of this policy
various CSR initiatives. Community collaboration is an
address any divergence in customer requirements by an internal or external agency?
important pillar in Nykaa’s mission for inclusivity
and the Company consistently works towards and satisfaction. The Company has conducted an audit to evaluate
identifying their needs and areas to foster the policy.
development from the grass root level. ANNEXURE I: PRINCIPLE-WISE (AS PER NVGS)
BR POLICY/POLICIES 2. Code of Conduct for Board and Senior
Principle 9: Businesses should engage with and provide Management: (Aligns with Principle 1)
value to their customers and consumers in a responsible 1. Anti-Corruption and Anti-Bribery Policy: (Aligns
manner with Principle 1) a) Has the policy been formulated in consultation
with the relevant stakeholders?
a) Has the policy been formulated in consultation
1. What percentage of customer complaints/ The code was formulated in consultation with
consumer cases are pending as of the end of the the NRC committee, Board of Directors,
financial year? The policy was formulated in consultation with and Functional Heads.
the relevant stakeholders across the organisation
No customer complaints/consumer cases are pending
including the Nomination and b) Does the policy conform to any National/
as of the end of the financial year.
Remuneration Committee (NRC) and Audit international standards? If yes, specify? (50
Committee. words)
2. Does the Company display product information
on the product label, over and above what is The code conforms to the Companies Act,
b) Does the policy conform to any National/
mandated as per local laws? Yes/No/N.A. 2013 and SEBI LODR Regulations, 2015
international standards? If yes, specify? (50
/ Remarks (additional information) (as amended).
words)
Yes, the Company ensures that each of its products is
The policy conforms to the Prevention of c) Has the policy been approved by the Board?
labeled according to labelling requirements as per all
Corruption Act, 1998. Is yes, has it been signed by MD/ owner/
applicable regulations and laws.
CEO/ appropriate Board Director?
c) Has the policy been approved by the Board?
3. Is there any case filed by any stakeholder against The code has been approved by the board
Is yes, has it been signed by MD/ owner/
the Company regarding unfair trade practices, and has been signed by the concerned Board
CEO/ appropriate Board Director?
irresponsible advertising, and/or anti-competitive of Directors.
behavior during the last five years and pending The policy has been approved by the
as of the end of the financial year? If so, provide board and has been signed by the concerned d) Does the Company have a specified
details thereof, in about 50 words or so. Board of Directors. committee of the Board/ Director/ Official to
No, the Company hasn’t received any case oversee the implementation of the policy?
d) Does the Company have a specified
(i.e. litigation) filed against the Company regarding The NRC committee oversees the
committee of the Board/ Director/ Official to
unfair trade practices or irresponsible advertising or implementation of the code.
oversee the implementation of the policy?
anti- competitive behavior during the period.
the policy/ policies? 3. Code of Practices and Procedures b) Does the policy conform to any Director?
Stakeholders can report their grievances via the for Fair Disclosure of UPSI: (Aligns National/ international standards? If yes, The code has been approved by the
whistle-blower mechanism. with Principle 1) specify? (50 words) board and has been signed by the concerned
a) Has the policy been formulated in The code conforms to the Companies Board of Directors.
h) Has the Company carried out an independent consultation with the relevant Act, 2013 and SEBI LODR Regulations,
audit/ evaluation of the working of this 2015 (as amended). d) Does the Company have a specified
stakeholders?
policy by an internal or external agency? committee of the Board/ Director/ Official to
The code was formulated in c) Has the policy been approved by the oversee the implementation of the policy?
The Company has conducted an audit to consultation with the Board of
evaluate the working of the code. Board? Is yes, has it been signed by MD/ Board of Directors and Audit Committee
Directors, and Audit Committee. owner/ CEO/ appropriate Board oversees the implementation of the code.

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e) Has the policy been formally communicated

to all relevant internal and external f) Does the Company have an in-house structure g) Does the Company have a grievance redressal h) Has the Company carried out an independent
stakeholders? to implement the policy/ policies? mechanism related to the policy/ policies to audit/ evaluation of the working of this policy
Periodic reviews are conducted to ensure the address stakeholders’ grievances related to by an internal or external agency?
The code is available on the Company’s
implementation of the policy. the policy/ policies? The Company has conducted an audit to evaluate
website to make it available for the internal
and external stakeholders, also we have Stakeholders can report their grievances via the the working of the policy.
conducted training sessions. g) Does the Company have a grievance redressal whistle-blower mechanism.
mechanism related to the policy/ policies to 7. Related Party Transaction Policy (Aligns with
f) Does the Company have an in-house structure address stakeholders’ grievances related to h) Has the Company carried out an independent Principle 1)
to implement the policy/ policies? the policy/ policies? audit/ evaluation of the working of this policy
by an internal or external agency? a) Has the policy been formulated in consultation
Periodic reviews are conducted to ensure the Stakeholders can report their grievances via the
implementation of the code. whistle-blower mechanism. The Company has conducted an audit to
evaluate the working of the policy. The policy was formulated in consultation with
g) Does the Company have a grievance redressal h) Has the Company carried out an independent the Board of Directors, and Audit
mechanism related to the policy/ policies to audit/ evaluation of the working of this policy 6. Policy for determining Material Subsidiary Committee.
address stakeholders’ grievances related to by an internal or external agency? (Aligns with Principle 1)
the policy/ policies? b) Does the policy conform to any National/
The Company has conducted an audit to a) Has the policy been formulated in consultation international standards? If yes, specify? (50
Stakeholders can report their grievances via the evaluate the working of the code.
whistle-blower mechanism. with the relevant stakeholders? words)
5. Materiality for Disclosures Policy: (Aligns with The policy was formulated in consultation with The policy conforms to the Companies
h) Has the Company carried out an independent Principle 1) the Board of Directors, and Audit Act, 2013 and SEBI LODR Regulations,
audit/ evaluation of the working of this policy Committee. 2015 (as amended).
by an internal or external agency? a) Has the policy been formulated in consultation
The Company has conducted an audit to with the relevant stakeholders? b) Does the policy conform to any National/ c) Has the policy been approved by the Board?
evaluate the working of the code. The policy was formulated in consultation with international standards? If yes, specify? (50 Is yes, has it been signed by MD/ owner/
the Board of Directors, and Audit words) CEO/ appropriate Board Director?
4. Dividend Distribution Policy: (Aligns with Committee. The policy conforms to the SEBI LODR The policy has been approved by the
Principle 1) Regulations, 2015 (as amended). board and has been signed by the concerned
a) Has the policy been formulated in consultation b) Does the policy conform to any National/ Board of Directors.
with the relevant stakeholders? international standards? If yes, specify? (50 c) Has the policy been approved by the Board?
words) Is yes, has it been signed by MD/ owner/ d) Does the Company have a specified
The policy was formulated in consultation with
the Board of Directors. The policy conforms to the SEBI LODR CEO/ appropriate Board Director? committee of the Board/ Director/ Official to
Regulations, 2015 (as amended). The policy has been approved by the oversee the implementation of the policy?
b) Does the policy conform to any National/ board and has been signed by the concerned Board of Directors and Audit Committee
international standards? If yes, specify? (50 c) Has the policy been approved by the Board? Board of Directors. oversee the implementation of the policy.
words) Is yes, has it been signed by MD/ owner/
The policy conforms to the Companies CEO/ appropriate Board Director? d) Does the Company have a specified e) Has the policy been formally communicated
Act, 2013 and SEBI LODR Regulations, The policy has been approved by the committee of the Board/ Director/ Official to to all relevant internal and external
2015 (as amended). board and has been signed by the concerned oversee the implementation of the policy? stakeholders?
Board of Directors. Board of Directors and Audit Committee The policy is available on the Company’s
c) Has the policy been approved by the Board? oversees the implementation of the policy. website to make it available for the internal
Is yes, has it been signed by MD/ owner/ d) Does the Company have a specified and external stakeholders.
CEO/ appropriate Board Director? committee of the Board/ Director/ Official to e) Has the policy been formally communicated
The policy has been approved by the oversee the implementation of the policy? to all relevant internal and external f) Does the Company have an in-house structure
board and has been signed by the concerned Board of Directors and Audit Committee stakeholders? to implement the policy/ policies?
Board of Directors.
oversees the implementation of the policy. The policy is available on the Company’s Periodic reviews are conducted to ensure the
website to make it available for the internal implementation of the policy.
e) Has the policy been formally communicated and external stakeholders.
committee of the Board/ Director/ Official to
oversee the implementation of the policy? to all relevant internal and external g) Does the Company have a grievance redressal
stakeholders? f) Does the Company have an in-house structure mechanism related to the policy/ policies to
Board of Directors oversees the implementation to implement the policy/ policies? address stakeholders’ grievances related to
of the policy. The policy is available on the Company’s
website to make it available for the internal Periodic reviews are conducted to ensure the the policy/ policies?
e) Has the policy been formally communicated and external stakeholders. implementation of the policy. Stakeholders can report their grievances via the
to all relevant internal and external whistle-blower mechanism.
stakeholders? f) Does the Company have an in-house structure g) Does the Company have a grievance redressal
The policy is available on the Company’s to implement the policy/ policies? mechanism related to the policy/ policies to h) Has the Company carried out an independent
website to make it available for the internal Periodic reviews are conducted to ensure the address stakeholders’ grievances related to audit/ evaluation of the working of this policy
and external stakeholders. implementation of the policy. the policy/ policies? by an internal or external agency?
Stakeholders can report their grievances via the The Company has conducted an audit to evaluate
whistle-blower mechanism. the working of the policy.
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8. Risk Management Policy (Aligns with all the 9

9. Vigil Mechanism Whistle Blower Policy (Aligns 10. Prevention of Sexual Harassment (Aligns with 11. Archival Policy (Aligns with Principle 1)
principles)
with Principle 1) Principle 1)
a) Has the policy been formulated in consultation a) Has the policy been formulated in consultation with the relevant stakeholders?
with the relevant stakeholders? with the relevant stakeholders? The policy was formulated in consultation with
The policy was formulated in consultation
The policy was formulated in consultation with The policy was formulated in line with the the Board of Directors.
with the Board of Directors, and Risk
Management Committee. the Board of Directors, and Audit directive of POSH Act 2013 and in
Committee. consultation with the relevant stakeholders b) Does the policy conform to any National/
b) Does the policy conform to any National/ words)
international standards? If yes, specify? (50 b) Does the policy conform to any National/ b) Does the policy conform to any National/
words) international standards? If yes, specify? (50 international standards? If yes, specify? (50 The policy conforms to the Companies
words) words) Act, 2013 and SEBI LODR Regulations,
The policy conforms to the Companies 2015 (as amended).
Act, 2013 and SEBI LODR Regulations, The policy conforms to the Companies The policy conforms to the POSH Act
2015 (as amended). Act, 2013 and SEBI LODR Regulations, (The Sexual Harassment of Women at c) Has the policy been approved by the Board?
2015 (as amended). Workplace (Prevention, Prohibition and Is yes, has it been signed by MD/ owner/
c) Has the policy been approved by the Board? Redressal), 2013 CEO/ appropriate Board Director?
Is yes, has it been signed by MD/ owner/ c) Has the policy been approved by the Board?
CEO/ appropriate Board Director? The policy has been approved by the
Is yes, has it been signed by MD/ owner/ c) Has the policy been approved by the Board?
board and has been signed by the concerned
The policy has been approved by the CEO/ appropriate Board Director? Is yes, has it been signed by MD/ owner/ Board of Directors.
board and has been signed by the concerned The policy has been approved by the CEO/ appropriate Board Director?
Board of Directors. board and has been signed by the concerned The policy has been approved and signed d) Does the Company have a specified
Board of Directors. by CHRO. committee of the Board/ Director/ Official to
d) Does the Company have a specified oversee the implementation of the policy?
committee of the Board/ Director/ Official to d) Does the Company have a specified d) Does the Company have a specified Board of Directors oversees the implementation
oversee the implementation of the policy? committee of the Board/ Director/ Official to committee of the Board/ Director/ Official to of the policy.
Board of Directors and Risk Management oversee the implementation of the policy? oversee the implementation of the policy?
Committee oversees the implementation Board of Directors and Audit Committee NRC (Nomination and Remuneration e) Has the policy been formally communicated
of the policy. to all relevant internal and external
oversee the implementation of the policy. Committee) oversee the implementation
of the policy stakeholders?
e) Has the policy been formally communicated The policy is available on the Company’s
to all relevant internal and external website to make it available for the internal
to all relevant internal and external e) Has the policy been formally communicated
stakeholders? and external stakeholders.
stakeholders? to all relevant internal and external
The policy is available on the Company’s stakeholders?
The policy is available on the Company’s
website to make it available for the internal f) Does the Company have an in-house structure
and external stakeholders. website to make it available for the internal Yes, the policy is available on the Company’s to implement the policy/ policies?
and external stakeholders. internal employee (HRMS) portal, shared
Periodic reviews are conducted to ensure the
f) Does the Company have an in-house structure as part of the induction for new joiners
f) Does the Company have an in-house structure implementation of the policy.
to implement the policy/ policies? along with mandatory online POSH
to implement the policy/ policies? training to be completed by the employees.
Periodic reviews are conducted to ensure the g) Does the Company have a grievance redressal
implementation of the policy. Periodic reviews are conducted to ensure the mechanism related to the policy/ policies to
implementation of the policy. f) Does the Company have an in-house structure address stakeholders’ grievances related to
g) Does the Company have a grievance redressal to implement the policy/ policies? the policy/ policies?
mechanism related to the policy/ policies to g) Does the Company have a grievance redressal Periodic reviews are conducted to ensure the Stakeholders can report their grievances via the
address stakeholders’ grievances related to mechanism related to the policy/ policies to implementation of the policy. whistle-blower mechanism.
the policy/ policies? address stakeholders’ grievances related to
Stakeholders can report their grievances via the the policy/ policies? g) Does the Company have a grievance redressal h) Has the Company carried out an independent
whistle-blower mechanism. Stakeholders can report their grievances via the mechanism related to the policy/ policies to audit/ evaluation of the working of this policy
whistle-blower mechanism. address stakeholders’ grievances related to by an internal or external agency?
h) Has the Company carried out an independent the policy/ policies? The Company has conducted an audit to evaluate
audit/ evaluation of the working of this policy h) Has the Company carried out an independent Employees can report their grievances to the the working of the policy.
by an internal or external agency? audit/ evaluation of the working of this policy Internal Complaints Committee or write to
The Company has conducted an audit to by an internal or external agency? [email protected]. 12. Health Safety and Environment Policy (Aligns
evaluate the working of the policy. with Principles 3 and 6)
The Company has conducted an audit to
evaluate the policy. h) Has the Company carried out an independent
audit/ evaluation of the working of this policy with the relevant stakeholders?
by an internal or external agency?
The policy was formulated in consultation with
The Company reviews the policy from the Board of Directors.
time to time
ARE
b) Does the policy conform to any National/

international standards? If yes, specify? (50 c) Has the policy been approved by the Board? c) Has the policy been approved by the Board? d) Does the Company have a specified
words) Is yes, has it been signed by MD/ owner/ Is yes, has it been signed by MD/ owner/ committee of the Board/ Director/ Official to
CEO/ appropriate Board Director? CEO/ appropriate Board Director? oversee the implementation of the policy?
The policy conforms to the National Policy on
Safety, Health, and Environment at The policy is approved by the MD and signed The policy is approved and signed by the CHRO. Human Resource function oversee the
Workplace. by CHRO implementation of the policy.
c) Has the policy been approved by the Board? d) Does the Company have a specified committee of the Board/ Director/ Official to e) Has the policy been formally communicated
Is yes, has it been signed by MD/ owner/ committee of the Board/ Director/ Official to oversee the implementation of the policy? to all relevant internal and external
CEO/ appropriate Board Director? oversee the implementation of the policy? Human Resource function oversees the stakeholders?
The policy has been approved by MD and signed Human Resource function oversees the implementation of the policy. Yes, the policy has been communicated to all
by CHRO implementation of the policy employees. The policy is also available on the
e) Has the policy been formally communicated HRMS portal (an internal portal).
d) Does the Company have a specified e) Has the policy been formally communicated to all relevant internal and external
committee of the Board/ Director/ Official to to all relevant internal and external stakeholders? f) Does the Company have an in-house structure
oversee the implementation of the policy? stakeholders? Yes, the policy has been communicated to all to implement the policy/ policies?
Board of Directors oversees the implementation employees. The policy is available on the HRMS Periodic reviews are conducted to ensure the
Yes, the policy has been communicated to all
of the policy. portal (an internal portal). A refresher session is implementation of the policy.
employees. It is available on the HRMS portal
organised after every 6 months for employees to
(an internal portal). A refresher session is
e) Has the policy been formally communicated communicate the policy to them g) Does the Company have a grievance redressal
organised after every 6 months for employees
to all relevant internal and external mechanism related to the policy/ policies to
to communicate the policy to them. f) Does the Company have an in-house structure
stakeholders? address stakeholders’ grievances related to
Yes, the policy has been formally communicated to implement the policy/ policies? the policy/ policies?
f) Does the Company have an in-house structure
to employees. The policy is also available on the Not Applicable, as this policy was one-off due to
to implement the policy/ policies? Not applicable
Company’s website to make it available for the pandemic conditions.
internal and external stakeholders, apart from Periodic reviews are conducted to ensure the
implementation of the policy. Data related h) Has the Company carried out an independent
internal employee (HRMS) portal. g) Does the Company have a grievance redressal
to employees is analysed to check the mechanism related to the policy/ policies to audit/ evaluation of the working of this policy
f) Does the Company have an in-house structure applicability of the policy. address stakeholders’ grievances related to by an internal or external agency?
to implement the policy/ policies? the policy/ policies? Not applicable for learning and
The Standard Operating Procedure (SOP) to g) Does the Company have a grievance redressal Stakeholders can report their grievances via the development policy.
implement the policy is yet to be prepared. mechanism related to the policy/ policies to whistle-blower mechanism or write to speakup@
address stakeholders’ grievances related to nykaa.com. 16. Maternity Policy (Aligns with Principles 3)
g) Does the Company have a grievance redressal the policy/ policies?
mechanism related to the policy/ policies to Stakeholders can report their grievances via the h) Has the Company carried out an independent
address stakeholders’ grievances related to with the relevant stakeholders?
whistle-blower mechanism or write to speakup@ audit/ evaluation of the working of this policy
the policy/ policies? nykaa.com. by an internal or external agency? The policy was formulated by considering
Stakeholders can contact the policy grievance industry practice, employee feedback, HR
Not Applicable, as this policy was one off policy
officer via the contact details mentioned in the h) Has the Company carried out an independent business partners, business leaders, and CHRO.
policy to report their grievances. audit/ evaluation of the working of this policy 15. Learning and Development Policy (Aligns with b) Does the policy conform to any National/
by an internal or external agency? Principles 3) international standards? If yes, specify? (50
h) Has the Company carried out an independent
audit/ evaluation of the working of this policy
No external audit has been conducted a) Has the policy been formulated in consultation words)
by an internal or external agency? however periodic reviews are conducted with the relevant stakeholders? The policy confirms the Maternity Benefits Act,
internally to evaluate the policy. 1961 and the subsequent amendments in the
The Company is yet to conduct an audit The policy was formulated by considering
to evaluate the working of the policy. industry practice, employee feedback, HR Maternity Benefits (Amendment) Act,
14. COVID-19 Leave Policy (Aligns with Principles 3) 2017.
business partners, and HR head
13. Leave Policy (Aligns with Principles 3) a) Has the policy been formulated in consultation c) Has the policy been approved by the Board?
with the relevant stakeholders? b) Does the policy conform to any National/
a) Has the policy been formulated in consultation Is yes, has it been signed by MD/ owner/
with the relevant stakeholders? The policy was formulated by considering CEO/ appropriate Board Director?
words)
The policy was formulated by considering industry practice, employee feedback, HR The policy is approved and signed by CHRO.
business partners, business leaders, and CHRO. Not applicable
industry practice, employee feedback, HR
business partners, business leaders, and CHRO. c) Has the policy been approved by the Board? d) Does the Company have a specified
b) Does the policy conform to any National/ committee of the Board/ Director/ Official to
international standards? If yes, specify? (50 Is yes, has it been signed by MD/ owner/
b) Does the policy conform to any National/ CEO/ appropriate Board Director? oversee the implementation of the policy?
international standards? If yes, specify? (50 words)
The policy was approved by the HR Head. Human Resource oversee the implementation of
words) The policy confirms the government the policy.
The policy conforms to requirements of laws and notification regarding COVID-19.
industry practices
ARE

to all relevant internal and external f) Does the Company have an in-house structure g) Does the Company have a grievance redressal g) Does the Company have a grievance redressal
stakeholders? to implement the policy/ policies? mechanism related to the policy/ policies to mechanism related to the policy/ policies to
Periodic reviews are conducted to ensure the address stakeholders’ grievances related to address stakeholders’ grievances related to
The policy is available on the HRMS the policy/ policies? the policy/ policies?
portal (an internal portal). A refresher implementation of the policy.
session is organised after every 6 months for Stakeholders can report their grievances via the Stakeholders can report their grievances via the
employees to communicate the policy to g) Does the Company have a grievance redressal whistle-blower mechanism. whistle-blower mechanism.
them. mechanism related to the policy/ policies to
address stakeholders’ grievances related to h) Has the Company carried out an independent h) Has the Company carried out an independent
f) Does the Company have an in-house structure the policy/ policies? audit/ evaluation of the working of this policy audit/ evaluation of the working of this policy
to implement the policy/ policies? Stakeholders can report their grievances via the by an internal or external agency? by an internal or external agency?
Periodic reviews are conducted to ensure the whistle-blower mechanism or write to speakup@ The Company has conducted an audit to The Company has conducted an audit to evaluate
implementation of the policy. nykaa.com. evaluate the policy the policy
g) Does the Company have a grievance redressal h) Has the Company carried out an independent 19. Remuneration Policy for Directors KMP and 20. CSR Policy (Aligns with Principles 8)
mechanism related to the policy/ policies to audit/ evaluation of the working of this policy other employees (Aligns with Principles 3)
address stakeholders’ grievances related to by an internal or external agency? a) Has the policy been formulated in consultation
the policy/ policies? The Company reviews the policy from a) Has the policy been formulated in consultation with the relevant stakeholders?
time to time. with the relevant stakeholders?
Employees can report their grievances via the The policy was formulated in consultation with
whistle-blower mechanism The policy was formulated in consultation with the CSR committee and Board of Directors
18. Policy on Board Diversity (Aligns with Principles 3) the NRC and Board of Directors.
h) Has the Company carried out an independent b) Does the policy conform to any National/
audit/ evaluation of the working of this policy a) Has the policy been formulated in consultation
b) Does the policy conform to any National/ international standards? If yes, specify? (50
by an internal or external agency? with the relevant stakeholders?
international standards? If yes, specify? (50 words)
The Company has not conducted any audit to The policy was formulated in consultation with words)
the NRC and Board of Directors. The policy conforms to Section 135 of the
evaluate the working of the policy. The Company The policy confirms the Companies Act, Companies Act, 2013.
reviews the policy from time to time. b) Does the policy conform to any National/ 2013 and SEBI LODR Regulations, 2015
international standards? If yes, specify? (50 (as amended). c) Has the policy been approved by the Board?
17. Employee Grievance Redressal Policy (Aligns words)
with Principles 3) Is yes, has it been signed by MD/ owner/
c) Has the policy been approved by the Board? CEO/ appropriate Board Director?
The policy confirms the Companies Act
a) Has the policy been formulated in consultation Is yes, has it been signed by MD/ owner/
2013 and SEBI LODR Regulations 2015. The policy is approved and signed by the CHRO
with the relevant stakeholders? CEO/ appropriate Board Director?
c) Has the policy been approved by the Board? The policy has been approved by the
The policy was formulated by considering d) Does the Company have a specified
Is yes, has it been signed by MD/ owner/ board and has been signed by the concerned
industry practice, employee feedback, HR committee of the Board/ Director/ Official to
CEO/ appropriate Board Director? Board of Directors.
business partners, and HR head oversee the implementation of the policy?
The policy has been approved by the
d) Does the Company have a specified CSR and Environment, Social and
b) Does the policy conform to any National/ board and has been signed by the concerned
committee of the Board/ Director/ Official to Governance (ESG) Committees oversees the
international standards? If yes, specify? (50 Board of Directors.
oversee the implementation of the policy? implementation of the policy.
words)
d) Does the Company have a specified NRC (Nomination and Remuneration
The policy is in line with best practices in committee of the Board/ Director/ Official to e) Has the policy been formally communicated
the industry Committee) oversees the implementation
oversee the implementation of the policy? of the policy. to all relevant internal and external
c) Has the policy been approved by the Board? NRC (Nomination and Remuneration stakeholders?
Is yes, has it been signed by MD/ owner/ Committee) oversees the implementation e) Has the policy been formally communicated Yes, the policy is available on the Company’s
CEO/ appropriate Board Director? of the policy. to all relevant internal and external website to make it available for the
The policy is approved and signed by the CHRO. stakeholders? internal and external stakeholders and also
e) Has the policy been formally communicated The policy is available on the Company’s available on internal employee (HRMS)
d) Does the Company have a specified to all relevant internal and external website to make it available for the internal portal.
committee of the Board/ Director/ Official to stakeholders? and external stakeholders.
oversee the implementation of the policy? The policy is available on the Company’s f) Does the Company have an in-house structure
Human Resource function oversees the website to make it available for the internal f) Does the Company have an in-house structure to implement the policy/ policies?
implementation of the policy and external stakeholders. to implement the policy/ policies? The Company has formulated the
Periodic reviews are conducted to ensure the following Standard Operating Procedure (SOP)
e) Has the policy been formally communicated f) Does the Company have an in-house structure
implementation of the policy. aligning it with the CSR Policy of the Company.
to all relevant internal and external to implement the policy/ policies?
The SOP consists of key steps such as
stakeholders? Periodic reviews are conducted to ensure the identification of the
The policy is made available on the implementation of the policy.
HRMS portal (an internal portal). A refresher
session is organised after every 6 months for
employees to communicate the policy to
them.
FBSUNSIEEN-ECSOSMRMESEPROCNE
SVIEEBNILTITUYRREESPLOIMRITTED WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
implementing agencies, conducting due diligence

to outsource its CSR activities, documentation
of the Implementation partner, pre-
c) Has the policy been approved by the Board?
Is yes, has it been signed by MD/ owner/ INDEPENDENT AUDITORS’ REPORT
sanction project visit for NGO, and ensuring CEO/ appropriate Board Director?
compliance The policy is approved and signed by the CHRO
with project requirements.
To the Members of FSN E-Commerce Ventures Limited We are independent of the Company in accordance
g) Does the Company have a grievance redressal committee of the Board/ Director/ Official to
with the ‘Code of Ethics’ issued by the Institute of
mechanism related to the policy/ policies to oversee the implementation of the policy?
Report on the Audit of the Standalone Financial Chartered Accountants of India together with the ethical
address stakeholders’ grievances related to Corporate communications and PR department Statements requirements that are relevant to our audit of the financial
the policy/ policies? oversees the implementation of the policy. statements under the provisions of the Act and the Rules
Stakeholders can report their grievances via the e) Has the policy been formally communicated Opinion thereunder and we have fulfilled our other ethical
whistle-blower mechanism. to all relevant internal and external We have audited the accompanying standalone financial responsibilities in accordance with these requirements
stakeholders? statements of FSN E-Commerce Ventures Limited (“the and the Code of Ethics. We believe that the audit evidence
h) Has the Company carried out an independent Company”) which comprise the Balance Sheet as at March we have obtained is sufficient and appropriate to provide a
Yes, the policy has been circulated to the
audit/ evaluation of the working of this policy 31, 2022, the Statement of Profit and Loss, including the basis for our audit opinion on the standalone financial
relevant internal stakeholders and also available on
by an internal or external agency? statement of Other Comprehensive Income, the Cash statements.
internal employee (HRMS) portal.
The Company has conducted an audit to Flow Statement and the Statement of Changes in
f) Does the Company have an in-house structure Equity for the year then ended and notes to the Key Audit Matters
evaluate the policy.
to implement the policy/ policies? standalone financial statements, including a summary of Key audit matters are those matters that, in our professional
21. Media Interaction Policy (Aligns with Principles Periodic reviews are conducted to ensure the significant accounting policies and other explanatory judgment, were of most significance in our audit of the
7) implementation of the policy. information. standalone financial statements for the financial year ended
g) Does the Company have a grievance redressal In our opinion and to the best of our information March 31, 2022. These matters were addressed in the
a) Has the policy been formulated in consultation context of our audit of the standalone financial
mechanism related to the policy/ policies to and according to the explanations given to us, the
with the relevant stakeholders? statements as a whole and in forming our opinion thereon
address stakeholders’ grievances related to aforesaid standalone financial statements give the
The policy was formulated in consultation with the policy/ policies? information required by the Companies Act, 2013, as and we do not provide a separate opinion on these
relevant stakeholders amended (“the Act”) in the manner so required and matters. For each matter below, our description of how
Not applicable our audit addressed the matter is provided in that
give a true and fair view in conformity with the
b) Does the policy conform to any National/ h) Has the Company carried out an independent accounting principles generally accepted in India, of the context.
international standards? If yes, specify? (50 audit/ evaluation of the working of this policy state of affairs of the Company as at March 31, 2022, its We have determined the matters described below to
words) by an internal or external agency? profits including other comprehensive income, its cash be the key audit matter to be communicated in our
The policy is in line with national/international The Company reviews the policy from flows and the changes in equity for the year ended on report. We have fulfilled the responsibilities described
best practices in the industry. time to time. that date. in the Auditors’ responsibilities for the audit of the
standalone financial statements section of our report,
Basis for Opinion including in relation to this matter. Accordingly, our
We conducted our audit of the standalone financial audit included the performance of procedures designed
statements in accordance with the Standards on Auditing to respond to our assessment of the risks of material
(SAs), as specified under Section 143(10) of the Act. misstatement of the standalone financial statements.
Our responsibilities under those Standards are further The results of our audit procedures, including the
described in the ‘Auditors’ Responsibilities for the Audit procedures performed to address the matter below, provide
of the Standalone financial statements’ section of our the basis for our audit opinion on the accompanying
report. standalone financial statements.
184
| FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 185
STANDALONE
ARE
Key audit matters How our audit addressed the key audit matter the audit or otherwise appears to be materially misstated. could reasonably be expected to influence the economic
Impairment of investments in and loans to subsidiaries (refer Note 7, Note 8 and Note 16 in the standalone financial statements) If, based on the work we have performed, we conclude that decisions of users taken on the basis of these standalone
there is a material misstatement of this other financial statements.
The Company has investment of H 3,794.80 million in subsidiaries Our audit procedures included the following: information, we are required to report that fact. We
and has outstanding loans receivables of H 5,080.51 million from • We obtained the audited financial statements of subsidiaries As part of an audit in accordance with SAs, we exercise
have nothing to report in this regard.
subsidiaries as at March 31, 2022 (as described in Note 7, Note 8 from the management and assessed impairment indicators in professional judgment and maintain professional skepticism
and Note 16 of standalone financial statements). accordance with Ind AS 36. When we read the Annual report other than Director’s throughout the audit. We also:
• Assessed the Company’s valuation methodology applied in report, if we conclude that there is a material misstatement
As per requirement of Ind AS 36 “Impairment of assets”, the • Identify and assess the risks of material misstatement
determining the recoverable amount. therein, we are required to communicate the matter to
management reviews at each reporting period whether there are of the standalone financial statements, whether due
those charged with governance and determine the actions
any indicators of impairment of the investments in subsidiaries and • Assessed the assumptions used in determining cash to fraud or error, design and perform audit procedures
flow forecasts, discount rates, expected growth rates and under the applicable laws and regulations.
where impairment indicators exist, such investments are tested for responsive to those risks and obtain audit evidence
terminal growth rates used. that is sufficient and appropriate to provide a basis
impairment using discounted cash-flow models by which recoverable Responsibilities of Management for the standalone
value of each investment is compared to the carrying value as at • Where the Company used the work of an external specialist, for our opinion. The risk of not detecting a material
we assessed competence, professional qualification, objectivity financial statements
balance sheet date. A deficit between the recoverable value/ value in misstatement resulting from fraud is higher than for
and independence of such specialist. We obtained and read the The Company’s Board of Directors is responsible for the one resulting from error, as fraud may involve collusion,
use and the carrying value would result in impairment.
report of external specialist to understand the work performed matters stated in Section 134(5) of the Act with respect forgery, intentional omissions, misrepresentations, or
The value in use of the underlying businesses is determined based on on testing of key assumptions and estimates and their outcome to the preparation of these standalone financial statements the override of internal control.
the discounted cash flow projections. Discounted cash flow model has of testing. that give a true and fair view of the financial
significant judgment and estimation in respect of cash flow forecasts • Involved our internal valuation specialist to evaluate the position, financial performance including other • Obtain an understanding of internal control relevant
and discount rate. Changes in certain methodologies and assumptions adequacy of the assumptions used in impairment analysis. comprehensive income, cash flows and changes in equity to the audit in order to design audit procedures that
can lead to significant changes in the assessment of the recoverable • We assessed the recoverable value headroom by performing of the Company in accordance with the accounting are appropriate in the circumstances. Under
value. sensitivity testing of key assumptions used. principles generally accepted in India, including the Section 143(3)(i) of the Act, we are also
Indian Accounting Standards (Ind AS) specified under responsible for expressing our opinion on whether
Due to the level of judgements involved in the assumptions used • Discussed the budgeted and actual performance for the year
the Company has adequate internal financial
to evaluate the inputs and assumptions used in the cash flow Section 133 of the Act read with the Companies (Indian
for computation of recoverable amount/ value in use, the controls with reference to financial statements in
forecasts. Accounting Standards) Rules, 2015, as amended. This
impairment assessment of the Company’s interest in certain place and the operating effectiveness of such
responsibility also includes maintenance of adequate
subsidiaries including loans given, is determined to be a key audit • Tested the arithmetical accuracy of the computation of
controls.
recoverable amount. accounting records in accordance with the provisions of
matter in our audit of the standalone financial statements.
• We assessed the disclosures provided by the Company
the Act for safeguarding of the assets of the • Evaluate the appropriateness of accounting policies
in relation to its annual impairment test in notes to the Company and for preventing and detecting frauds and used and the reasonableness of accounting estimates
standalone other irregularities; selection and application and related disclosures made by Management.
financial statements. of appropriate accounting policies; making judgments and
Put arrangements over non- controlling interests (Refer Note 22 in the standalone financial statements) estimates that are reasonable and prudent; and the • Conclude on the appropriateness of Management’s
design, use of the going concern basis of accounting and
The Company has acquired 51% shareholding of Dot & Key Wellness Our audit procedures included the following: implementation and maintenance of adequate internal
financial controls, that were operating effectively based on the audit evidence obtained, whether
Private Limited (‘D&K’) on September 28, 2021. The a material uncertainty exists related to events
• We have, amongst others, read the shareholders’ agreement and for ensuring the accuracy and completeness of the
promoter shareholders of D&K have put option for acquisition of or conditions that may cast significant doubt on
share subscription and purchase agreement, and other related accounting records, relevant to the preparation and
incremental stake up to 49% by the Company at a value to be documents to obtain an understanding of the transactions the Company’s ability to continue as a going
presentation of the standalone financial statements that
determined as per the terms of shareholders’ agreement for and the key terms and conditions. concern. If we conclude that a material uncertainty
give a true and fair view and are free from material
consideration not exceeding exists, we are required to draw attention in our
`1,530 million. The fair value of put option as at March 31, 2022 is
• Read the valuation report for the purchase price misstatement, whether due to fraud or error.
allocation. We evaluated the qualifications and objectivity of auditors’ report to the related disclosures in the
` 242.40 million. the experts engaged by the Company to perform the put In preparing the standalone financial statements, standalone financial statements or if such
option valuation. Management is responsible for assessing the Company’s disclosures are inadequate, to modify our opinion.
In accordance with Ind AS 109, the put option value is required to
ability to continue as a going concern, disclosing, Our conclusions are based on the audit evidence
be fair valued at each reporting date. The inputs to the put option • We assessed management assumptions in respect of future
sales growth rate and discount rate used in valuation. as applicable, matters related to going concern and using obtained up to the date of our auditors’ report.
valuation include projected revenue growth, budgeted operating
We involved our valuation specialists to assist in evaluating the the going concern basis of accounting unless However, future events or conditions may cause the
margins and operating cash-flows, pre-tax discount rates and terminal
key assumptions and methodologies used in the valuation. Management either intends to liquidate the Company to cease to continue as a going
value.
• We assessed the disclosures made in the Standalone financial Company or to cease operations or has no realistic concern.
We considered the audit of this put arrangement to be a key audit alternative but to do so.
statements.
matter as this is a significant non routine transaction during the • Evaluate the overall presentation, structure and
year and it requires significant management judgement regarding Those Board of Directors are also responsible for overseeing content of the standalone financial
the estimated revenue and EBITDA of future years including the the Company’s financial reporting process. statements, including the disclosures and whether
fair the standalone
valuation of put option liability financial statements represent the underlying
Auditors’ Responsibilities for the Audit of the transactions and events in a manner that achieves
Information Other than the Financial Statements and Standalone financial statements fair presentation.
Our objectives are to obtain reasonable assurance about
Auditors’ Report Thereon auditor’s report, and the Annual report other than Our opinion on the standalone financial statements does not such other information is materially inconsistent with the financial
The Company’s Board of Directors is responsible for the Director’s report , which is expected to be made cover the other information and we do not express any form of statements or our knowledge obtained in
other information. The other information comprises the available to us after that date assurance conclusion thereon.
Director’s report but does not include the In connection with our audit of the standalone financial
standalone financial statements and our auditors’ statements, our responsibility is to read the other
report thereon, which we obtained prior to the date of this information identified above and, in doing so, consider whether
whether the standalone financial statements as a whole with SAs will always detect a material We communicate with those charged with governance control that we identify during our audit.
are free from material misstatement, whether due to fraud misstatement when it exists. Misstatements can regarding, among other matters, the planned scope We also provide those charged with governance with a
or error and to issue an auditors’ report that includes our arise from fraud or error and are considered and timing of the audit and significant audit findings, statement that we have complied with relevant ethical
opinion. Reasonable assurance is a high level of assurance material if, individually or in the aggregate, they including any significant deficiencies in internal requirements regarding independence and to communicate
but is not a guarantee that an audit conducted in accordance

STANDALONE
ARE
with them all relationships and other matters that

(f) With respect to the adequacy of the including foreign entities (c) Based on such audit procedures that
may reasonably be thought to bear on our
internal financial controls with reference to (“Funding Parties”), with the were considered reasonable and
independence and where applicable, related
these standalone financial statements understanding, whether recorded appropriate in the circumstances,
safeguards.
and the operating effectiveness of such in writing or otherwise, that the nothing has come to our notice
From the matters communicated with those charged controls, refer to our separate Report in Company shall, whether, directly that has caused us to believe that
with governance, we determine those matters that “Annexure 2” to this report; or indirectly, lend or invest in other the representations under sub-
were of most significance in the audit of the standalone persons or entities identified in any clause (a) and (b) contain any
financial statements for the financial year ended March (g) In our opinion, the managerial remuneration
manner whatsoever by or on behalf material misstatement.
31, 2022 and are therefore the key audit matters. We for the year ended March 31, 2022 has been
of the Funding Party (“Ultimate
describe these matters in our auditors’ report unless law paid (v) No dividend has been declared or
Beneficiaries”) or provide any
or regulation precludes public disclosure about the / provided by the Company to its directors paid during the year / subsequent to
guarantee, security or the like on
matter or when, in extremely rare circumstances, we in accordance with the provisions of Section the year- end by the Company.
behalf of the Ultimate
determine that a matter should not be communicated in 197 read with Schedule V to the Act;
Beneficiaries; and
our report because the adverse consequences of doing so (h) With respect to the other matters to be
would reasonably be expected to outweigh the public included in the Auditors’ Report in accordance
interest benefits of with Rule 11 of the Companies (Audit and
Auditors)
such communication.
Rules, 2014, as amended in our opinion and to
For S.R. Batliboi & Associates LLP For V. C. Shah & Co.
the best of our information and according to
Report on Other Legal and Regulatory Requirements Chartered Accountants Chartered Accountants
the explanations given to us: ICAI Firm Registration Number: ICAI Firm Registration Number:
1. As required by the Companies (Auditor’s
Report) Order, 2020 (“the Order”), issued by (i) The Company does not have any pending 101049W/E300004 109818W
the Central Government of India in terms of sub- litigation which would impact its financial
position. Refer Note 44(B) to the per Vineet Kedia per A. N. Shah
section (11) of Section 143 of the Act, we give in
standalone financial statements; Partner Partner
the “Annexure 1” a statement on the matters
Membership Number: 212230 Membership Number: 42649
specified in paragraphs 3 and 4 of the Order. (ii) The Company did not have any long-term UDIN: 22212230AJTA05925 UDIN: 22042649AJTTOS2704
2. As required by Section 143(3) of the Act, we contracts including derivative
contracts for which there were any Place: Mumbai Place: Mumbai
report that: Date: May 27, 2022 Date: May 27, 2022
material foreseeable losses;
(a) We have sought and obtained all the information
and explanations which to the best of our (iii) There were no amounts which were required
knowledge and belief were necessary for the to be transferred to the Investor
purposes of our audit; Education and Protection Fund by the
Company;
(b) In our opinion, proper books of account as
required by law have been kept by the Company (iv) (a) The Management has represented
so far as it appears from our examination that, to the best of its knowledge and
of those books; belief, no funds have been advanced or
loaned or invested (either from
(c) The Balance Sheet, the Statement of borrowed funds or share premium or
Profit and Loss including the Statement of any other sources or kind of funds) by
Other Comprehensive Income, the Cash the Company to or in any other person
Flow Statement and Statement of Changes in or entity, including foreign entities
Equity dealt with by this Report are in (“Intermediaries”), with the
agreement with the books of account; understanding, whether recorded
(d) In our opinion, the aforesaid standalone financial in writing or otherwise, that the
statements comply with the Accounting Intermediary shall, whether, directly
Standards specified under Section 133 of the or indirectly lend or invest in other
Act, read with Companies (Indian Accounting persons or entities identified in
Standards) Rules, 2015, as amended; any manner whatsoever by or on
behalf of the Company (“Ultimate
(e) On the basis of the written Beneficiaries”) or provide any
representations received from the guarantee, security or the like on
directors as on March 31, 2022 taken on behalf of the Ultimate Beneficiaries;
record by the Board of Directors, none of the
directors is disqualified as on March 31, 2022 (b) The Management has represented
from being appointed as a director in terms of that, to the best of its knowledge and
Section 164 (2) of the Act; belief, no funds have been received
by the Company from any person or
entity,
STANDALONE
ARE
Annexure 1 referred to in paragraph [1] under Report on Other Legal and Regulatory Requirements of our report of Value as per
even date For each class of current asset as at quarter ended Value as per books quarterly return/ Discrepancy
statement
Re: FSN E-Commerce Ventures Limited (the “Company”)
Trade receivable, Advance to Supplier, Other
In terms of the information and explanations sought by us and given by the Company and the books of account and Receivable
records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that: 485.98 355.91 130.07
HDFC Bank
Inventory
(i) (a) (A) The Company has maintained proper requirement to report on clause 3(i)(d) of Citibank, Kotak Bank, HDFC Bank 401.38 396.19 5.19
records showing full particulars, including the Order is not applicable to the Company.
Advances to supplier
quantitative details and situation of
Property, Plant and Equipment, (e) According to the information and explanations Citibank, Kotak Bank 84.32 29.61 54.71
except for quantitative and given to us and on the basis of our
December 31, 2021:
description details of additions made examination of the records of the Company,
there are no proceedings initiated or are Trade receivable, Other Receivable
during the year. The Company is in
pending against the Company for holding any HDFC Bank 492.97 482.05 10.92
the process of updating quantitative
and description details of additions benami property under the Prohibition of Benami Inventory
during the year. Property Transactions Act, 1988 and rules 507.97 601.39 (93.42)
Citibank, Kotak Bank, HDFC Bank
made thereunder and accordingly, the
(B) The Company has maintained proper records requirement to report on clause 3(i)(c) of March 31, 2022:
showing full particulars of intangibles the Order is not applicable to the Inventory
assets. Company. Citibank, Kotak Bank 725.45 760.91 (35.46)
(b) All Property, Plant and Equipment have not been (ii) (a) The management has conducted physical HDFC Bank 725.45 723.33 2.12
physically verified by the management during verification of inventory at reasonable intervals
#Note : Kotak Bank, Citibank, HDFC Bank referred in the above in the table are for Kotak Mahindra Bank Limited, Citibank N.A., HDFC
the year but there is a regular programme during the year. In our opinion the Bank Limited
of verification in a phased manner over a period coverage and the procedure of such
of three years which, in our opinion, is verification by the management is appropriate. (iii) (a) During the year, the Company has provided loans and stood guarantees to its subsidiaries as follows:
reasonable having regard to the size of the Discrepancies were less than 10% in
(` in Million)
Company and the nature of its assets. Pursuant /aggregate for each class of inventory and
to the programme, some property, plant and have been properly dealt with in the books of
equipment were physically verified during account.
the year. No material discrepancies were
(b) As disclosed in note 24 to the standalone
noticed on such verification.
financial statements, the Company has been
(c) There is no immovable property (other sanctioned working capital limits in excess of
than properties where the Company is the
lessee
Particulars Guarantees Loans
Aggregate amount granted/ provided during the year 500.00 5,610.00
Balance outstanding as at March 31, 2022 in respect of above cases 3,540.00 5,238.65
and the lease agreements are duly executed ` five crores in aggregate from banks
in favour of the lessee), held by the Company During the year, the Company has not or extended or fresh loans granted to
and/or financial institutions during the year on
and accordingly, the requirement to report on provided security to companies, firms, Limited settle the overdues of existing loans given
the basis of security of current assets of the
clause 3(i)(c) of the Order is not applicable Liability Partnerships or any other parties. to the same parties.
Company. Based on the records examined
to the Company. by us in the normal course of audit of the (b) During the year, the investments made, (f) The Company has not granted any loans
standalone financial statements, the quarterly guarantees provided and the terms and conditions or advances in the nature of loans, either
(d) The Company has not revalued its
returns/statements filed by the Company of the grant of all loans and guarantees to repayable on demand or without specifying any
Property, Plant and Equipment (including
with such banks and financial institutions its subsidiaries are not prejudicial to the terms or period of repayment to companies.
Right of use assets) or intangible assets
are not in agreement with the books of Company’s interest. During the year, the Accordingly, the requirement to report on
during the year ended March 31, 2022 and
accounts of the Company and the details are Company has not provided security to clause 3(iii)(f) of the Order is not applicable
accordingly, the
as follows: companies, firms, Limited Liability to the Company.
Partnerships or any other parties. (iv) In our opinion and according to the information and
Accordingly, the requirement to report on explanations given to us, provisions of section 185
(` in Million)
clause 3(iii)(b) of the Order in respect of and 186 of the Act in respect of loans to entities in
security given
Value as per is not applicable to the Company. which directors are interested and in respect of loans
For each class of current asset as at quarter ended Value as per books quarterly return/ Discrepancy (c) The Company has granted loans during the
statement
and advances given, investments made, guarantees
year to its subsidiaries where the schedule of and securities given have been complied with by
June 30, 2021:
repayment of principal and payment of interest the Company. The Company has not advanced
Trade Receivables and advance to Supplier has been stipulated and the repayment or loans to directors to which provisions of section
Kotak Bank, HDFC Bank, Citibank 463.45 416.60 46.85 receipts are regular. 185 of the Act apply and hence not commented
Inventory upon.
(d) There are no amounts of loans and advances in
Kotak Bank, HDFC Bank, Citibank 351.43 373.83 (22.40) the nature of loans granted to companies, firms, (v) The Company has neither accepted any deposits
September 30, 2021: limited liability partnerships or any other from the public nor accepted any amounts which
parties which are overdue for more than ninety are deemed to be deposits within the meaning of
Trade receivable, Other Receivable
days. sections 73 to 76 of the Act and the rules made
Citibank, Kotak Bank 401.67 306.58 95.09 thereunder, to the extent applicable. Accordingly,
(e) There were no loans or advance in the nature
the requirement to report on clause 3(v) of the
of loan granted to companies which was fallen
Order is not applicable to the Company.
due during the year, that have been renewed

STANDALONE
ARE
(vi) The Company is not in the business of sale of any

period of more than six months from the (xiii)Transactions with the related parties are in compliance (xvii) The Company has not incurred
goods or provision of such services as prescribed by
date they became payable. The provisions with sections 177 and 188 of Act where cash losses in the current year. The Company has
the Central Government under section 148(1) of
relating to duty of excise, sales tax, service tax applicable and the details have been disclosed in not incurred cash losses in the immediately
the Act. Accordingly, the requirement to report on
and value added tax are not applicable to the the notes to the standalone financial statements, as preceding financial year.
clause 3(vi) of the Order is not applicable to the
Company for the year ended March 31, required by the applicable accounting standards.
Company. (xviii) There has been no resignation of the
2022.
statutory auditors during the year and accordingly
(vii) (a) According to the information and explanations given
(b) According to the records of the Company, requirement to report on clause 3(xviii) of the
to us and on the basis of our examination of the records of (xiv) (a) The Company has an internal audit
there are no dues of goods and services tax, Order is not applicable to the Company.
the Company, the Company is generally regular in system commensurate with the size and
provident fund, employees’ state insurance,
depositing undisputed statutory dues including nature of its business. (xix)On the basis of the financial ratios disclosed in note
income-tax, sales-tax, service tax, duty of
provident fund, employees’ state insurance, income tax, 51 to the standalone financial statements, ageing
custom, duty of excise, cess and other (b) The internal audit reports of the Company issued
duty of customs, goods and service tax, cess and any and expected dates of realisation of financial assets
statutory dues which have not been till the date of the audit report, for the
other statutory dues to the appropriate authorities. and payment of financial liabilities, other
deposited on account of any disputes. The period under audit have been considered by
According to the information and explanations given to information accompanying the standalone financial
dues of value added tax have not been us.
us and based on audit procedures performed by us, statements, our knowledge of the Board of
deposited on account of any dispute, are as
no undisputed amounts payable in respect of these (xv) According to the information and explanations Directors and management plans and based on our
follows:
statutory dues were outstanding, at the year end, for a given to us and on the basis of our examination examination of the evidence supporting the
of the records, the Company has not entered into assumptions, nothing has come to our attention, which
any non-cash transactions with its directors or causes us to believe that any material uncertainty
persons connected with its directors and hence exists as on the date of the audit report that
requirement to report on clause 3(xv) of the Order is Company is not capable of meeting its liabilities
Nature of Period to which the amount Forum where the
(` dispute is
in Million)
Name of the statute
dues
Amount
relates pending not applicable to the Company. existing at the date of balance sheet as and when
they fall due within a period of one year from the
Delhi Value Added Tax, 2002 DVAT 6.15 April 2016 to March 2017 CIT Appeals (xvi) (a) The provisions of section 45-IA of the
balance sheet date. We, however, state that this is
Maharashtra Value Added MVAT 20.49 April 2016 to March 2017 Deputy Commissioner of Reserve Bank of India Act, 1934 (2 of
not an assurance as to the future viability of the
(viii)The Company
Tax, 2002 has not surrendered or disclosed Sales Tax 1934) are not applicable to the Company.
Company. We further state that our reporting is
any transaction, previously unrecorded in the Accordingly, the requirement to report on
based on the facts up to the date of the audit report
books of account, in the tax assessments under the clause (xvi)(a) of the Order is not applicable
and we neither give any guarantee nor any assurance
Income Tax Act, 1961 as income during the year. to the Company.
(x) (a) Monies raised during the year by the Company that all liabilities falling due within a period of one year
Accordingly, the requirement to report on (b) The Company is not engaged in any from the balance sheet date, will get discharged by the
by way of initial public offer were applied
clause 3(viii) of the Order is not applicable to Non- Banking Financial or Housing Finance Company as and when they fall due.
for the purpose for which they were raised,
the Company. activities. Accordingly, the requirement to
though idle/surplus funds which were not (xx) (a) In respect of other than ongoing projects, there
(ix) (a) The Company has not defaulted in repayment required for immediate utilisation have been report on clause (xvi)(b) of the Order is not
are no unspent amounts that are required to
of loans or other borrowings or in the payment invested in fixed deposits. The maximum applicable to the Company.
be transferred to a fund specified in Schedule VII
of interest thereon to any lender. amount of idle/surplus funds invested during (c) The Company is not a Core Investment Company of the Act, in compliance with second proviso to
the year was H 6,000.00 Mn of which H as defined in the regulations made by Reserve sub section 5 of section 135 of the Act. This
(b) The Company has not been declared
3,661.27 Mn was outstanding at the end of Bank of India. Accordingly, the requirement to matter has been disclosed in note 54 to the
wilful defaulter by any bank or financial
the year. report on clause 3(xvi)(c) of the Order is standalone financial statements.
institution or government or any government
authority. (b) The Company has complied with provisions of not applicable to the Company.
(b) All amounts that are unspent under section (5)
sections 42 and section 62 of the Act in (d) There is no Core Investment Company as a part of section 135 of Companies Act, pursuant
(c) The Company did not have any term
respect of the private placement of optionally of the Group, hence, the requirement to report to any ongoing project, has been
loans outstanding during the year hence,
convertible preference shares respectively on clause 3(xvi)(d) of the Order is not applicable transferred to special account in compliance of
the requirement to report on clause (ix)(c)
during the year. The funds raised, have been used to the Company. with provisions of sub section (6) of section 135
of the Order is not applicable to the
for the purposes for which the funds were of the said Act. This matter has been disclosed
Company.
raised. in note 54 to the standalone financial
(d) On an overall examination of the financial statements.
statements of the Company, no funds raised (xi) (a) No fraud by the Company or no fraud on
on short-term basis have been used for long- the Company has been noticed or reported
term during the year.
(b) During the year, no report under sub-section
(12) of section 143 of the Act, 2013 has
purposes by the Company. subsidiary companies. Hence, the
requirement to report on clause 3(ix)(f) been filed by the secretarial auditor or by us in Form ADT – 4 as prescribed under Rule 13 of Companies (Audit and
(e) On an overall examination of the Auditors) Rules, 2014 with the Central Government.
of the Order is not applicable to the
standalone financial statements of the
Company. (c) As represented to us by the management, there are no whistle blower complaints received by the Company during the year.
Company, the Company has not taken
any funds from any entity or person on (xii) In our opinion, the Company is not a nidhi company as per the provisions of the Act. Therefore, the provisions of clause 3(xii)(a) of the Order
account of or to meet the obligations of its are not applicable to the Company and hence not commented upon.
subsidiaries.
(f) The Company has not raised loans during the year
on the pledge of securities held in its
For S.R. Batliboi & Associates LLP 101049W/E300004 Membership Number: 212230 Membership Number: 42649
Chartered Accountants UDIN: 22212230AJTA05925 UDIN: 22042649AJTTOS2704
ICAI Firm Registration Number: per Vineet Kedia
Place: Mumbai Place: Mumbai
Registration Number: Partner Date: May 27, 2022 Date: May 27, 2022

STANDALONE
ARE
Annexure 2 to the Independent Auditors’ Report of even date on the Standalone Financial Statements of FSN
E-Commerce Ventures Limited Inherent Limitations of Internal Financial Controls Opinion
Over Financial Reporting With Reference to In our opinion, the Company has, in all material
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Standalone financial statements respects, adequate internal financial controls over financial
Act, 2013 (“the Act”) Because of the inherent limitations of internal financial reporting with reference to these standalone financial
controls over financial reporting with reference to these statements and such internal financial controls over
financial reporting with
We have audited the internal financial controls standalone financial statements, including the possibility reference to these standalone financial statements were
over financial reporting of FSN E-Commerce Ventures standalone financial statements and their of collusion or improper management override of controls, operating effectively as at March 31, 2022, based on the
Limited (“the Company”) as of March 31, 2022 in operating effectiveness. Our audit of internal financial material misstatements due to error or fraud may occur internal control over financial reporting criteria established
conjunction with our audit of the standalone financial controls over financial reporting included obtaining an and not be detected. Also, projections of any evaluation by the Company considering the essential components of
statements of the Company for the year ended on that understanding of internal financial controls over of the internal financial controls over financial reporting internal control stated in the Guidance Note issued
date. financial reporting with reference to these standalone with reference to standalone financial statements to future by the ICAI.
financial statements, assessing the risk that a material periods are subject to the risk that the internal financial
Management’s Responsibility for Internal Financial weakness exists, and testing and evaluating the design and control over financial reporting with reference to these
Controls operating effectiveness of internal control based on the standalone financial statements may become inadequate
The Company’s Management is responsible for establishing assessed risk. The procedures selected depend on the because of changes in conditions, or that the degree of
and maintaining internal financial controls based on the auditor’s judgement, including the assessment of the risks compliance with the policies or procedures may deteriorate.
internal control over financial reporting criteria established of material misstatement of the standalone financial
by the Company considering the essential components of statements, whether due to fraud or error.
internal control stated in the Guidance Note on Audit of We believe that the audit evidence we have obtained is
Internal Financial Controls over Financial Reporting issued sufficient and appropriate to provide a basis for our audit For S.R. Batliboi & Associates LLP For V. C. Shah & Co.
by the Institute of Chartered Accountants of India (“ICAI”). opinion on the Company’s internal financial controls Chartered Accountants Chartered Accountants
These responsibilities include the design, implementation over financial reporting with reference to these ICAI Firm Registration Number: ICAI Firm Registration Number:
and maintenance of adequate internal financial controls standalone financial statements. 101049W/E300004 109818W
that were operating effectively for ensuring the orderly
and efficient conduct of its business, including adherence Meaning of Internal Financial Controls Over Financial per Vineet Kedia per A. N. Shah
to the Company’s policies, the safeguarding of its Reporting With Reference to these Standalone Partner Partner
assets, the prevention and detection of frauds and financial statements Membership Number: 212230 Membership Number: 42649
errors, the accuracy and completeness of the accounting UDIN: 22212230AJTA05925 UDIN: 22042649AJTTOS2704
records, and the timely preparation of reliable financial A Company's internal financial control over
financial reporting with reference to these Place: Mumbai Place: Mumbai
information, as required under the Act. Date: May 27, 2022 Date: May 27, 2022
standalone financial statements is a process designed
Auditors’ Responsibility to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial
Our responsibility is to express an opinion on the Company's statements for external purposes in accordance with
internal financial controls over financial reporting generally accepted accounting principles. A Company's
with reference to these standalone financial statements internal financial control over financial reporting with
based on our audit. We conducted our audit in reference to these standalone financial statements
accordance with the Guidance Note on Audit of Internal includes those policies and procedures that (1) pertain to
Financial Controls Over Financial Reporting (the the maintenance of records that, in reasonable
“Guidance Note”) and the Standards on Auditing, as detail, accurately and fairly reflect the transactions
specified under Section 143(10) of the Act, to the extent and dispositions of the assets of the Company;
applicable to an audit of internal financial controls, both (2) provide reasonable assurance that transactions are
issued by ICAI. Those Standards and the Guidance Note recorded as necessary to permit preparation of financial
require that we comply with ethical requirements and statements in accordance with generally accepted
plan and perform the audit to obtain reasonable accounting principles, and that receipts and expenditures
assurance about whether adequate internal financial of the Company are being made only in
controls over financial reporting with reference to these accordance with authorizations of management and
standalone financial statements was established and directors of the Company; and (3) provide reasonable
maintained and if such controls operated effectively in all assurance regarding prevention or timely detection of
material respects. unauthorized acquisition, use, or disposition of the
Our audit involves performing procedures to obtain audit Company's assets that could have a material effect on the
evidence about the adequacy of the internal financial financial statements.
controls over financial reporting with reference to these
STANDALONE
ARE
BALANCE SHEET STATEMENT OF PROFIT AND LOSS

as at March 31, 2022
for the year ended March 31, 2022
(Amount in ` Million, unless otherwise stated)
As at As at
Particulars Notes March 31, 2022 March 31, 2021 Year ended Year ended
Particulars Notes
Assets March 31, 2022 March 31, 2021
Non-current assets Income
Property, plant and equipment 4 88.16 61.36
Right of use assets 5 67.11 55.07 Revenue from operations 31 1,876.99 1,458.13
Intangible assets 6 9.29 12.56
Financial assets Other income 32 1,157.07 602.50
Investments 7 3,794.80 695.80 Total Income 3,034.06 2,060.63
Loans 8 3,019.76 2,088.64
Other financial assets 9 265.21 140.51 Expenses
Deferred tax assets (net) 10 74.51 198.22
Cost of material consumed 33 720.67 280.85
Non current tax assets (net) 10 68.81 65.32
Other non current assets 11 1.62 - Purchase of traded goods 34 193.99 206.65
Total non-current assets (A) 7,389.27 3,317.48
Current assets Changes in inventories of finished goods and stock-in-trade 35 (326.25) 158.29
Inventories 12 725.45 332.18
Employee benefits expense 36 287.93 177.83
Financial assets
Trade receivables 13 242.16 637.22 Finance costs 37 58.87 41.21
Cash and cash equivalents 14 317.74 312.83
Bank balance other than cash and cash equivalents 15 1,885.53 1,610.20 Depreciation and amortisation expense 38 46.84 84.27
Loans 16 2,060.75 - 835.09 663.27
Other expenses 39
Other financial assets 17 4,067.45 102.85
Other current assets 18 216.05 153.65 1,817.14 1,612.37
Total current assets (B) 9,515.13 3,148.93
Total Assets (A+B) 16,904.40 6,466.41 Profit before tax 1,216.92 448.26
Equity and liabilities Tax expense
Equity
Equity share capital 19 474.11 150.57 Current tax 10 64.46 -
Other equity 20 15,025.36 5,460.91
Total equity (A) 15,499.47 5,611.48 Deferred tax 10 117.33 86.38
Liabilities Total tax expense 181.79 86.38
Non-current liabilities:
Financial liabilities Profit after tax 1,035.13 361.88
Lease liabilities 21 147.30 162.51
Other Comprehensive Income
Other financial liabilities 22 242.40 -
Long-term provisions 23 12.40 9.40 Items that will not be reclassified to profit or loss
Total non-current liabilities (B) 402.10 171.91
Current liabilities: Remeasurement gain / (loss) of defined benefit liability 0.51 (2.38)
Financial liabilities (0.13) 0.60
Income tax effect on above
Borrowings 24 313.27 243.54
Lease liabilities 25 53.54 51.25 Fair valuation of investments measured through OCI (13.19) (24.84)
Trade payables 26
-Total outstanding dues of Micro enterprise and small enterprises 34.86 15.78 Income tax effect on above (6.25) 6.25
-Total outstanding dues of creditors other than Micro enterprises and small enterprises 131.30 98.14 Other comprehensive (loss) for the year, net of tax (19.06) (20.37)
Other financial liabilities 27 414.72 176.94
Short-term provisions 28 16.62 17.21 Total Comprehensive Income for the year 1,016.07 341.51
Contract liabilities 29 2.26 0.42
Other current liabilities 30 36.26 79.74 Earnings per share of face value ` 1/- each
Total current liabilities (C) 1,002.83 683.02 Basic 40 2.22 0.81
Total liabilities (B+C) 1,404.93 854.93
Total equity and liabilities (A+B+C) 16,904.40 6,466.41 Diluted 40 2.20 0.78
The accompanying notes are an integral part of the Financial Statements
As per our report of even date The accompanying notes are an integral part of the Financial Statements
For V. C. Shah & Co. For and on behalf of the Board of Directors
Chartered Accountants FSN E-Commerce Ventures Limited As per our report of even date
ICAI Firm Registration No: 109818W For V. C. Shah & Co. For and on behalf of the Board of Directors
per A.N. Shah Falguni Nayar Milan Khakhar Chartered Accountants FSN E-Commerce Ventures Limited
Partner Managing Director & CEO Director ICAI Firm Registration No: 109818W
Membership No: 42649 DIN No. 00003633 DIN No. 00394065 per A.N. Shah Falguni Nayar Milan Khakhar
As per our report of even date Partner Managing Director & CEO Director
For S. R. Batliboi & Associates LLP Arvind Agarwal Rajendra Punde Membership No: 42649 DIN No. 00003633 DIN No. 00394065
Chartered Accountants Chief Financial Officer Company Secretary As per our report of even date
ICAI Firm Registration No: 101049W/E300004 ACS M.No.A9785 For S. R. Batliboi & Associates LLP Arvind Agarwal Rajendra Punde
per Vineet Kedia Chartered Accountants Chief Financial Officer Company Secretary
Partner ICAI Firm Registration No: 101049W/E300004 ACS M.No.A9785
Membership No: 212230 per Vineet Kedia
Place: Mumbai Place: Mumbai Partner
Date: May 27, 2022 Date: May 27, 2022 Membership No: 212230
Date: May 27, 2022 Date: May 27, 2022
STANDALONE
ARE
STATEMENT OF CASH FLOWS STATEMENT OF CASH FLOWS

Year ended Year ended Year ended Year ended
Particulars Particulars
March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021
Cash flows from Operating activities Interest expenses on borrowings (38.45) (28.16)
Profit before tax as per Statement of profit & loss 1,216.92 448.26
Rental income on sub lease 39.45 32.50
Adjustments to reconcile profit before tax to net cash flows:
Principal payment of lease liabilities (53.04) (47.55)
Depreciation of property, plant & equipment and right of use assets 39.48 40.38
Interest expenses on lease liabilities (19.95) (12.27)
Amortisation of intangible assets 7.36 43.89
Net cash flows from financing activities (C) 8,726.60 869.15
Interest expense and other finance costs 58.87 41.21
Net increase / (decrease) in cash and cash equivalents (A+B+C) 4.91 (642.46)
Unrealised foreign exchange (gain) (net) (0.14) (0.74)
Cash and cash equivalents at the beginning of the year 312.83 955.29
Share based expense 35.82 11.15
Cash and cash equivalents at the year end (Refer note 14) 317.74 312.83
Provision for gratuity expense 1.19 5.45
Provision for leave compensated expense 4.84 12.94 Note:
Expected credit (loss)/credit impaired (5.53) 5.89 Non cash transactions relating to investing and financing activities. (Refer Note: 17, 27, 41)
Fair value of put option liability (260.36) - The above Statement of Cash Flow has been prepared under the indirect method as set out in Ind AS 7 on Statement of
Commission on financial guarantee (58.54) (63.93) Cash Flows.
Interest income (440.20) (275.32)
Rent waiver - (1.35)
Operating profit before working capital changes 599.71 267.83 As per our report of even date
Working capital Adjustments: Chartered Accountants FSN E-Commerce Ventures Limited
400.58 (388.00) ICAI Firm Registration No: 109818W
Decrease / (Increase) in trade receivables
per A.N. Shah Falguni Nayar Milan Khakhar
(Increase) / Decrease in inventories (393.27) 131.24 Partner Managing Director & CEO Director
Decrease / (Increase) in current financial asset 20.12 (25.82) Membership No: 42649 DIN No. 00003633 DIN No. 00394065
As per our report of even date
(Increase)
For S. R. Batliboi in non-current
& Associates LLP financial assets (25.48) (843.97)
Arvind Agarwal Rajendra Punde
(Increase) / Decrease in other current assets (62.40) 13.00 Chartered Accountants Chief Financial Officer Company Secretary
Increase / (Decrease) in trade payables 51.99 (58.86) ICAI Firm Registration No: 101049W/E300004 ACS M.No.A9785
per Vineet Kedia
(Decrease) in provisions (3.11) (1.16) Partner
Increase in current financial liabilities 241.64 31.62 Membership No: 212230
(Decrease) / Increase in other current liabilities (41.64) 63.51 Place: Mumbai Place: Mumbai
Date: May 27, 2022 Date: May 27, 2022
Cash from / (used in) operations 788.14 (810.61)
Payment of taxes (net) (67.95) (30.09)
Net cash flow from / (used in) operating activities (A) 720.19 (840.70)
Cash flows from Investing activities
Purchase of property, plant and equipment and other intangible assets (net off capital advance) (46.36) (19.30)
Investment in fixed deposits (4,330.38) (873.67)
Purchase of investments (2,269.16) -
Loans to subsidiaries (net) (3,168.71) -
Interest received 372.73 222.06
Net cash flows (used in) investing activities (B) (9,441.88) (670.91)
Cash flows from Financing activities
Proceeds from issue of equity shares/ shares pending allotment (includes security premium (net off
8,727.28 1,028.85
expenses) of H 8,718.95 Mn (previous year H 1,022.56 Mn))
Proceeds from issue of preference shares 1.58 -
Repayment of non-current borrowings (net) - (1.50)
Proceeds from / (Repayment of) current borrowings (net) 69.73 (102.72)
STANDALONE
ARE
STATEMENT OF CHANGES IN EQUITY


A. Equity share capital:
Equity shares issued, subscribed and fully paid Share Reserves & Surplus Employee
Particulars Instruments application share Other Total other
classified as money Retained Securities Capital options Comprehensive
equity
Particulars No. of shares Amount Equity pending Earnings premium reserve scheme Income (OCI)
allotment reserve
As at April 01, 2020(1) 14,549,077 145.49 Securities premium utilised on
Issue of equity shares of face value of ` 10 each 508,160 5.08 issue of bonus shares - - - (311.36) - - - (311.36)
Securities premium
As atonMarch
issue 31,
of 2021 (1) 15,057,237 150.57 - - - 8,975.26 - - - 8,975.26
Issue of equity shares of face value of ` 10 each 60,130 0.60 shares
Conversion of Optionally Convertible Redeemable Preference Shares ('OCRPS')(1) 450,528 4.51 Addition during the year 1.50 8,983.60 - - - 143.06 - 9,128.16
Split of shares(2) 140,111,055 - Shares allotted during the year - (8,982.95) - 76.52 - (76.52) - (8,982.95)
Issue of bonus shares(3) 311,357,900 311.36

Forfeiture of OCRPS
(4.77) - - (0.10) 0.36 - - (4.51)
Issue of equity shares of face value of ` 1 each 7,068,026 7.07 (Refer note 20)
As at March 31, 2022(4) 474,104,876 474.11 Share issue expense - - (256.22) - - - (256.22)
(1)
Equity shares of face value of ` 10 each. As at March 31, 2022 - 0.65 751.29 14,150.68 0.36 155.91 (33.53) 15,025.36
(2)
Equity shares of face value of ` 10 each of the Company were sub-divided into equity shares of face value of ` 1 each pursuant to approval of the
shareholders at Extra Ordinary General Meeting held on July 16, 2021. The accompanying notes are an integral part of the Financial Statements As per our
(3)
The Company has issued 311,357,900 bonus shares of face value of ` 1 each during the year vide shareholders’ approval dated July 16, 2021 in the report of even date
ratio of 2 bonus shares for every 1 share held. For V. C. Shah & Co. For and on behalf of the Board of Directors
(4)
Equity shares of face value of ` 1 each.
Chartered Accountants FSN E-Commerce Ventures Limited
ICAI Firm Registration No: 109818W
B. Other equity per A.N. Shah Falguni Nayar Milan Khakhar
Partner Managing Director & CEO Director
Share Reserves & Surplus Employee Membership No: 42649 DIN No. 00003633 DIN No. 00394065
Particulars Instruments
application share Other Total other As per our report of even date
classified as money Retained Securities Capital options Comprehensive For S. R. Batliboi & Associates LLP Arvind Agarwal Rajendra Punde
equity
Equity pending Earnings premium reserve scheme Income (OCI) Chartered Accountants Chief Financial Officer Company Secretary
allotment reserve ICAI Firm Registration No: 101049W/E300004 ACS M.No.A9785
As at April 1, 2020 2.06 0.24 (647.03) 4,572.26 - 109.83 5.90 4,043.26 per Vineet Kedia
Partner
Net Profit for the year - - 361.88 - - - - 361.88 Membership No: 212230
- - - - - - (20.37) (20.37) Place: Mumbai Place: Mumbai
Other comprehensive income
Date: May 27, 2022 Date: May 27, 2022
Total comprehensive income - - 361.88 - - - (20.37) 341.51
Issue during the year 1.21 - - - - - - 1.21
Securities premium on issue of

- - - 1,035.68 - - - 1,035.68
shares
Shares allotted during the year - (0.24) - 71.76 - (71.76) - (0.24)
Addition during the year - - - - - 52.61 - 52.61
ESOP lapse - - 1.31 - - (1.31) - -
Share issue expense - - - (13.12) - - - (13.12)

As at March 31, 2021 3.27 - (283.84) 5,666.58 - 89.37 (14.47) 5,460.91
Net Profit for the year - - 1,035.13 - - - - 1,035.13
Other comprehensive income - - - - - - (19.06) (19.06)

Total comprehensive income - - 1,035.13 - - - (19.06) 1,016.07
STANDALONE
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NOTES
NOTES
Forming part of the Financial Statements as at and for the year ended March 31, 2022 Forming part of the Financial Statements as at and for the year ended March 31, 2022
1. Corporate Information 2B. Summary of significant accounting policies

will flow to the Company and cost of the item can be measured
to the statement of profit and loss for the
FSN E-Commerce Ventures Limited (formerly reliably. All other repairs and maintenance are charged
period during which they are incurred. The present
known as FSN E-Commerce Venture Private Limited, a) Current versus non-current classification value of the expected cost for the decommissioning of
the ‘Company’ or ‘Parent’ or ‘Holding Company’) is a The Company presents assets and liabilities an asset after its use is included in the cost of the
public Company incorporated and domiciled in India. in the balance sheet based on current/ non- respective asset if the recognition criteria for a
The registered office of the Company is located at current classification. An asset is treated as current provision are met.
104, Vasan Udyog Bhavan, Sun Mill compound, Tulsi when it is:
Pipe Road, Lower Parel, Mumbai - 400013. Cost incurred on Property, Plant and
• Expected to be realised or intended to be sold or Equipment not ready for their intended use is
The Company has converted from a Private Limited consumed in normal operating cycle disclosed as Capital Work-in-Progress and is
Company to a Public Limited Company, pursuant to a stated at cost, net of accumulated impairment loss,
special resolution passed in the extraordinary general • Held primarily for the purpose of trading
if any. Advances paid towards the acquisition of
meeting of the shareholders of the Company held • Expected to be settled within twelve property, plant and equipment outstanding at each
on July 16, 2021 and consequently the name of the months after the reporting period or balance sheet date are classified as capital
Company has changed to FSN E-Commerce Ventures advances under other non- current assets.
Limited vide fresh certificate of incorporation • Cash or cash equivalents unless restricted from
issued by ROC on July 28,2021. The being exchanged or used to settle a liability for at An item of Property, Plant and Equipment and any
Company has completed its Initial Public Offer least twelve months after the reporting period. significant part initially recognised is derecognised
(IPO) during the year and accordingly the upon disposal or when no future economic benefits
All other assets are classified as non-current.
Company is listed on National Stock Exchange are expected from its use or disposal. Gains or losses
(NSE) and Bombay Stock Exchange (BSE) on A liability is current when: arising from derecognition of Property, Plant &
November 10, 2021. Equipment are measured as the difference between
• It is expected to be settled in normal operating the net disposal proceeds and the carrying amount of
The Company is engaged in the business of cycle or due to be settled within twelve months the asset and are recognised in the statement of profit
manufacturing, selling & distribution of beauty, after the reporting period. and loss when the asset is derecognised.
wellness, fitness, personal care, health care, skin care, • It is held primarily for the purpose of trading.
hair care products on the online platforms or websites Depreciation on Property, Plant & Equipment:
such as e-commerce, m-commerce, internet, intranet • There is no unconditional right to defer
the settlement of the liability for at least Depreciation is provided using the straight line
as well as through physical stores, stalls, general trade method based on useful lives of the assets prescribed
and modern trade etc. twelve months after the reporting period.
in Schedule II to the Companies Act, 2013.
The Board of Directors approved the The Company classifies all other liabilities as non-
current. Leasehold improvements are amortised on a straight
standalone financial statements for the year line basis over the period of primary lease or
ended March 31, 2022 and authorised for issue Deferred tax assets and liabilities are classified as non- the extended lease period, as applicable.
on May 27, 2022. current assets and liabilities.
Estimated useful lives of the assets are as follows:
2A. Basis of preparation The operating cycle is the time between the
acquisition of assets for processing and their Property Plant & Equipment Useful lives (in years)
i) Statement of compliance: realisation in cash and cash equivalents. The Computers & Hardware 3
These financial statements have been Company has identified period of twelve months as
Furniture & Fixtures 10
prepared in accordance with Indian Accounting its operating cycle.
Office Equipments 5
Standards (referred to as “Ind AS”), as prescribed
under Section 133 of the Companies Act, 2013 b) Property Plant & Equipment Vehicles 8
(the “Act”) read with Rule 3 of the Companies Property, Plant & Equipment are stated at Plant and Machinery 8
(Indian Accounting Standards) Rules, 2015 (as cost, net of accumulated depreciation and
amended from time to time) and presentation accumulated impairment losses, if any. The cost The assets’ residual values, useful lives and methods
requirements of Division II of Schedule III to the comprises purchase price, borrowing costs if of depreciation are reviewed at each reporting period
Companies Act, 2013, (Ind AS compliant capitalisation criteria are met and directly attributable and adjusted prospectively for any change in estimate,
Schedule III, as amended). cost of bringing the asset to its working condition if appropriate. Changes in expected useful lives are
for the intended use. Any trade discounts and treated as change in accounting estimates.
ii) Historical cost convention: rebates are deducted in arriving at the purchase
price. c) Intangible assets
The financial statements have been prepared on a
historical cost convention on accrual basis, except for Intangible Assets acquired separately are measured on
Subsequent expenditure related to an item of
certain assets and liabilities that are measured at fair initial recognition at cost. The useful lives of intangible
Property, Plant & Equipment is included in asset’s
values at the end of each reporting period, as explained assets are assessed as either finite or indefinite.
carrying amount or recognised as a separate asset,
in the accounting policies below. Historical cost is as appropriate only when it is probable that
generally based on the fair value of the consideration future economic benefits associated with the item
given in exchange for goods and services.
Following, initial recognition, intangible assets with reviewed at least at the end of each impairment annually, either individually or at the Amortisation of intangible assets:
finite lives are carried at cost less reporting period. Changes in the expected cash-generating unit level. The assessment of Intangible assets are amortised on straight line basis as
accumulated amortisation and accumulated useful life or the expected pattern of indefinite life is reviewed annually to determine per the following useful lives:
impairment losses, if any. Internally generated consumption of future economic benefits whether the indefinite life continues to be
Intangible asset Useful lives (in years)
intangible assets, excluding capitalised development embodied in the asset are considered to supportable. If not, the change in useful life from
costs, are not capitalised and expenditure is modify the amortisation period or method, indefinite to finite is made on a prospective basis. Business application development 3
reflected in the statement of profit and loss in as appropriate, and are treated as (Internally generated)
An intangible asset is derecognised upon disposal Computer Softwares 3
the period/year in which the expenditure is changes in accounting estimates. The
(i.e., at the date the recipient obtains control) or
incurred. amortisation expense on intangible assets
when no future economic benefits are expected from Research And Development Costs
with finite lives is recognised in the
Intangible assets with finite lives are amortised its use or disposal. Any gain or loss arising upon
statement of profit and loss unless such Research costs are expensed as incurred.
over the useful economic life and assessed for derecognition of the asset (calculated as the
expenditure forms part of carrying value of Development expenditures on an individual project
impairment whenever there is an indication that the difference between the net disposal proceeds and the
another asset. are recognised as an intangible asset when
intangible asset may be impaired. The carrying amount of the asset) is included in the
the Company can demonstrate:
amortisation period and the amortisation method Intangible assets with indefinite useful statement of profit or loss.
for an intangible asset with a finite useful life are lives are not amortised, but are tested for

STANDALONE
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NOTES
NOTES
• The technical feasibility of completing the five years. A long-term growth rate is
Impairment losses are recognised in the statement of i.e. slow moving/non-moving prevailing sales prices
intangible asset so that the asset will be available calculated and applied to project future
for use or sale cash flows after the fifth year.
profit and loss. of inventory.
For assets excluding goodwill, an assessment is made at each
• Its intention to complete and its ability and reporting date to determine whether there is an indication f) Leases
intention to use or sell the asset that previously recognised impairment losses no longer The Company assesses at contract inception whether
• How the asset will generate future exist or have decreased. If such indication exists, the a contract is, or contains, a lease. That is, if the
economic benefits Company estimates the asset’s or CGU’s recoverable amount. contract conveys the right to control the use of an
A previously recognised impairment loss is reversed only if identified asset for a period of time in
• The availability of resources to complete the there has been a change in the assumptions used to exchange for consideration.
asset determine the asset’s recoverable amount since the last
• The ability to measure reliably the expenditure impairment loss was recognised. The reversal is limited so Company as a lessee:
during development that the carrying amount of the asset does not exceed its The Company applies a single recognition and
recoverable amount, nor exceed the carrying amount that measurement approach for all leases, except for
Following initial recognition of the would have been determined, net of depreciation, had no
development expenditure as an asset, the asset short-term leases and leases of low-value assets. The
impairment loss been recognised for the asset in prior years. Company recognises lease liabilities to make lease
is carried at cost less any accumulated amortisation Such reversal is recognised in the statement of profit or
and accumulated impairment losses. Amortisation of payments and right-of-use assets representing the
loss unless the asset is carried at a revalued amount, in right to use the underlying assets.
the asset begins when development is complete which case, the reversal is treated as a revaluation
and the asset is available for use. It is amortised increase.
over the period of expected future benefit. i. Right-of-use assets (ROU asset)
Amortisation expense is recognised in the The Company recognises right-of-use assets at
e) Inventory
statement of profit and loss unless such the commencement date of the lease (i.e., the
expenditure forms part of carrying value of Inventories are valued at the lower of cost and net date the underlying asset is available for use).
another asset. During the period of development, the realisable value. Right-of-use assets are measured at cost, less
asset is tested for impairment annually. Costs incurred in bringing each product to its present location any accumulated depreciation and impairment
and condition are accounted for as follows: losses, and adjusted for any remeasurement of
d) Impairment of non-financial assets lease liabilities.
- Raw materials: Cost includes cost of purchase and other
The carrying amounts of assets are reviewed costs incurred in bringing the inventories to their The cost of right-of-use assets includes the
at each balance sheet date. If there is any present location and condition. Cost is determined on amount of lease liabilities recognised, initial
indication of impairment based on internal / first in, first out basis. direct costs incurred, and lease payments made at
external factors, an impairment loss is recognised, or before the commencement date less any
i.e. wherever the carrying amount of an asset - Finished goods and work in progress: Cost lease incentives received.
exceeds its recoverable amount. The recoverable includes cost of direct materials and labour and a
amount is the greater of the assets net selling price proportion of manufacturing overheads based on the Right-of-use assets are depreciated on a straight-
and value in use. Recoverable amount is determined normal operating capacity but excluding borrowing line basis over the shorter of the lease term and
for an individual asset, unless the asset does not costs. Cost is determined on first in, first out basis. the estimated useful lives of the assets, as follows:
generate cash inflows that are largely - Traded goods: Cost includes cost of purchase and other - Right of use for warehouse/office
independent of those from other assets or groups costs incurred in bringing the inventories to their
of assets. When the carrying amount of an asset or 3 to 5 years
present location and condition. Cost is determined on
CGU exceeds its recoverable amount, the asset is first in, first out basis. If ownership of the leased asset transfers to the
considered impaired and is written down to its Company at the end of the lease term or
recoverable amount. Net realisable value is the estimated selling price in the the cost reflects the exercise of a purchase
ordinary course of business, less estimated costs of option, depreciation is calculated using the
In assessing value in use, the estimated future completion necessary to make the sale.
cash flows are discounted to their present value estimated useful life of the asset.
using a pre-tax discount rate that reflects An inventory provision is recognised for cases where the net The right-of-use assets are also subject to
current market assessments of the time value of realisable value is estimated to be lower than the inventory impairment. Refer to the accounting policies in
money and the risks specific to the asset. After carrying value. The net realisable value is estimated taking section (e) Impairment of non-financial assets.
impairment, depreciation is provided on the revised into account various factors, including obsolescence of
carrying amount of the asset over its remaining material due to design change, unserviceable items i.e. ii. Lease liabilities:
useful life. items which cannot be used due to deterioration in quality or
At the commencement date of the lease,
due to shelf life or damaged in storage and ageing of
The Company bases its impairment calculation on the Company recognises lease liabilities
material
most recent budgets and forecast calculations, which measured at the present value of lease payments
are prepared for the Company’s CGUs to which the to be made over the lease term. The lease
individual assets are allocated. These budgets and payments include fixed payments (including in-
forecast calculations generally cover a period of substance fixed
payments) less any lease incentives receivable, In calculating the present value of lease payments resulting from a change in an low value.
variable lease payments that depend on an payments, the Company uses its index or rate used to determine such lease
Lease payments on short-term leases and leases
index or a rate, and amounts expected to be paid incremental borrowing rate at the payments) or a change in the assessment of an
of low-value assets are recognised as expense
under residual value guarantees. The lease lease commencement date because option to purchase the underlying asset.
on a straight-line basis over the lease term.
payments also include the exercise price of the interest rate implicit in the
a purchase option reasonably certain to be lease is not readily determinable. iii. Short term leases and leases of low
Sub-lease
exercised by the Company and payments After the commencement date, the value assets:
of penalties for terminating the lease, if the amount of lease liabilities is increased At the commencement date, the Company recognises
The Company applies the short-term
lease term reflects the Company exercising the to reflect the accretion of interest and assets held under a sub-lease in its balance sheet and
lease recognition exemption to its short-term
option to terminate. Variable lease payments reduced for the lease payments present them as a receivable at an amount equal to
leases of property (i.e., those leases that have a
that do not depend on an index or a rate are made. In addition, the carrying amount the net investment in the lease. The Company uses
lease term of 12 months or less from the
recognised as expenses (unless they are of lease liabilities is remeasured if there the interest rate implicit in the lease to measure the
commencement date and do not contain a
incurred to produce inventories) in the period in is a modification, a change in the net investment in the lease. In case if the interest rate
purchase option). It also applies the lease of low-
which the event or condition that triggers the lease term, a change in the lease implicit in the sublease cannot be readily determined,
value assets recognition exemption to leases
payment occurs. payments (e.g., changes to future the Company being an intermediate lessor uses the
where the underlying asset is considered to be

STANDALONE
ARE
NOTES
NOTES
discount rate used for the head lease (adjusted for asset’s contractual cash flow (FVTOCI) with recycling of cumulative gains
any initial direct costs associated with the characteristics and the Company’s With the exception of trade receivables and losses (debt instruments)
sublease) to measure the net investment in the business model for managing them. that do not contain a significant financing
component or for which the Company has • Financial assets designated at fair value
sublease.
applied the practical expedient, the through OCI with no recycling of
At the commencement date, the lease Company initially measures a financial cumulative gains and losses upon
payments included in the measurement of the net asset at its fair value plus, in the case of a derecognition (equity instruments)
investment in the lease comprise the following financial asset not at fair value through • Financial assets at fair value though profit or
payments for the right to use the underlying asset profit or loss, transaction costs. Trade loss
during the lease term that are not received at the receivables that do not contain a significant
commencement date: financing component or for which the
- fixed payments less any lease incentives payable; Company has applied the practical
expedient are measured at the
- variable lease payments that depend on an index transaction price as disclosed in section
or a rate, initially measured using the index or (i(I)) Revenue from contracts with
rate as at the commencement date; customers.
- any residual value guarantees provided to the In order for a financial asset to be classified
lessor by the lessee, a party related to the lessee and measured at amortised cost or fair
or a third party unrelated to the lessor that value through OCI, it needs to give rise
is financially capable of discharging the to cash flows that are ‘solely payments
obligations under the guarantee; of principal and interest (SPPI)’ on the
principal amount outstanding. This
- the exercise price of a purchase option if
assessment is referred to as the SPPI
the lessee is reasonably certain to exercise
test and is performed at an instrument
that option; and
level. Financial assets with cash flows
- payments of penalties, if any, for that are not SPPI are classified and
terminating the lease, if the lease term measured at fair value through profit or
reflects the lessee exercising an option to loss, irrespective of the business model.
terminate the lease
The Company recognises finance income over the
Financial Liabilities
lease term, based on a pattern reflecting a constant Financial liabilities are classified, at
periodic rate of return on net investment in the initial recognition, as financial liabilities
lease. at fair value through profit or loss, loans
and borrowings, payables, or as
Net investment in the lease are subject to the derivatives designated as hedging
derecognition and impairment requirements in Ind instruments in an effective hedge, as
AS 109. The Company regularly reviews estimated appropriate.
unguaranteed residual values, if any, used in computing
the gross investment in the lease and adjusts All financial liabilities are recognised
the income allocation accordingly. initially at fair value and, in the case of
loans and borrowings and payables, net
g) Financial Instruments of directly attributable transaction
costs.
A financial instrument is any contract that gives rise
to a financial asset of one entity and a financial liability
or equity instrument of another entity.
II. Subsequent measurement:
i. Financial assets
I. Initial recognition and measurement:
For purposes of subsequent
All Financial assets and liabilities are classified, measurement, financial assets
at initial recognition, as subsequently measured are classified in four
at amortised cost, fair value through other categories:
comprehensive income (OCI), and fair value
through profit or loss. • Financial assets at amortised
cost (debt instruments)
Financial Assets • Financial assets at fair value
The classification of financial assets at initial through other
recognition depends on the financial comprehensive income
Financial assets at amortised cost (debt instruments) exchange revaluation and impairment losses or subject to impairment assessment. The
Financial Assets designated
A ‘financial asset’ is measured at the amortised reversals are recognised in the profit or loss Company has elected to classify
and computed in the same manner as for
at fair value through OCI irrevocably its non-listed equity
cost if both the following conditions are met: (equity instruments)
financial assets measured at amortised cost. The investments under this category.
a) The asset is held within a business model whose remaining fair value changes are recognised in Upon initial recognition,
objective is to hold assets for collecting contractual the Company can elect to Financial assets at fair value through
OCI. Upon derecognition, the cumulative fair value
cash flows, and classify irrevocably its profit or loss (FVTPL)
changes recognised in OCI is reclassified from
the equity to profit or loss. equity investments as Financial assets are measured at fair value
b) Contractual terms of the asset give rise on
equity instruments through profit or loss unless it measured
specified dates to cash flows that are solely
designated at fair value at amortised cost or fair value through
payments of principal and interest (SPPI) on the
through OCI when they other comprehensive income on initial
principal amount outstanding.
meet the definition of recognition. The transaction cost directly
Financial assets at amortised cost are subsequently equity under Ind AS 32 attributable to the acquisition of financial
measured using the effective interest (EIR) method Financial Instruments: assets and liabilities at fair value through
and are subject to impairment. Gains and losses Presentation and are not profit or loss are immediately recognised in
are recognised in profit or loss when the asset is held for trading. The the statement of profit and loss.
derecognised, modified, or impaired. classification is
determined on an ii. Financial liabilities
The Company’s financial assets at amortised cost includes
instrument-by-instrument Financial liabilities at fair value through
trade and other receivables, loans to employees and
basis. Gains and losses on Profit or Loss
loan to subsidiaries.
these financial assets are
Financial liabilities at fair value
Financial assets at fair value through other never recycled to profit or
through profit or loss include financial
comprehensive income (FVTOCI) (debt loss. Dividends are
liabilities held for trading and financial
instruments) recognised as other income in
liabilities designated upon initial
A ‘financial asset’ is classified as at the FVTOCI if the statement of profit and
recognition as at fair value through
both of the following criteria are met: loss when the right of
profit or loss.
payment has been
a) The objective of the business model is achieved both established, except when Financial liabilities designated upon initial
by collecting contractual cash flows and selling the Company benefits from recognition at fair value through profit
the financial assets, and such proceeds as a recovery or loss are designated as such at the
b) The asset’s contractual cash flows represent of part of the cost of the initial date of recognition, and only if the
SPPI. financial asset, in which case, criteria in Ind AS 109 are satisfied. For
such gains are recorded in liabilities designated as FVTPL, fair value
Debt instruments included within the FVTOCI OCI. Equity instruments gains/ losses attributable to changes in
category are measured initially as well as at each designated at fair value own credit risk are recognised in OCI.
reporting date at fair value. For debt instruments, at through OCI are not These gains/ losses are not subsequently
fair value through OCI, interest income, foreign transferred to P&L.

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NOTES
NOTES
However, the Company may transfer the financial assets and credit risk exposure:
cumulative gain or loss within equity. III.Derecognition a) Trade receivables or any
All other changes in fair value of such contractual right to receive
Financial Assets cash or another financial
liability are recognised in the statement
of profit or loss. A financial asset (or, where applicable, a part asset that result from
of a financial asset or part of a group of similar transactions that are within
Financial liabilities at amortised cost financial assets) is primarily derecognised (i.e., the scope of Ind AS 115
(loans and borrowings) removed from the Company’s statement
b) Investments
Financial liabilities are measured at of financial position) when:
amortised cost at the end of subsequent c) Other financial assets such
• The rights to receive cash flows from the
accounting periods. The carrying amounts as deposits, advances etc.
asset have expired, or
of financial liabilities that are The Company assesses on a
subsequently measured at amortised cost • The Company has transferred its rights to
forward looking basis the
are determined based on the effective receive cash flows from the asset or
expected credit losses associated
interest method. has assumed an obligation to pay the
with its assets carried at
received cash flows in full without
The effective interest method is a method of amortised cost and FVOCI debt
material delay to a third party under a
calculating the amortised cost of a financial instruments. The impairment
‘pass-through’ arrangement and either
liability and of allocating interest expense methodology applied depends on
(a) the Company has transferred
over the relevant period. The whether there has been a
substantially all the risks and rewards of the
effective interest rate is the rate that significant increase in credit
asset, or (b) the Company has neither
exactly discounts estimated future cash risk.
transferred nor retained substantially
payments (including all fees and points all the risks and rewards of the asset, For trade receivables only, the
paid or received that form an integral part but has transferred control of the Company applies the simplified
of the effective interest rate, transaction asset. approach permitted by In AS 109
costs and other premiums or discounts) Financial Instruments, which
through the expected life of the financial On derecognition of a financial asset, the
requires expected lifetime
liability, or (where appropriate) a shorter difference between the asset’s carrying amount
losses to be recognised from
period, to the net carrying amount on initial and the sum of the consideration received and
initial recognition of the
recognition. receivable and the cumulative gain or loss that
receivables.
had been recognised in other comprehensive
Financial guarantee contracts issued by income and accumulated in equity is recognised
the Company are those contracts that V. Offsetting of financial
in statement of profit and loss if such gain
require a payment to be made to reimburse or loss would have otherwise been recognised instruments
the holder for a loss it incurs because the in statement of profit and loss on disposal of Financial assets and financial
specified debtor fails to make a payment that financial asset. liabilities are offset and the net
when due in accordance with the amount is reported in the
terms of a debt instrument. Financial Financial Liabilities balance sheet if there is a
guarantee contracts are recognised currently enforceable legal right to
initially as a liability at fair value, adjusted A financial liability is derecognised when
the obligation under the liability is offset the recognised amounts and
for transaction costs that are directly there is an intention to settle on a
attributable to the issuance of the discharged or cancelled or expires. When an
existing financial liability is replaced by net basis, to realise the assets
guarantee. Subsequently, the liability is and settle the liabilities
measured at the higher of the amount another from the same lender on
substantially different terms, or the terms of simultaneously.
of loss allowance determined as per
impairment requirements of Ind AS 109 an existing liability are substantially
modified, such an exchange or VI. Investment in subsidiaries and
and the amount recognised less when associates
appropriate, the cumulative amount modification is treated as the derecognition
of income recognised in accordance with of the original liability and the recognition of a The Company has accounted for
the principles of Ind AS 115. new liability. The difference in the respective its investment in subsidiaries and
carrying amounts is recognised in the associates at cost.
The Company’s financial liabilities include statement of profit or loss.
trade and other payables, loans and h) Revenue recognition:
borrowings including bank overdrafts, and IV. Impairment of financial assets:
derivative financial instruments. I. Revenue from contracts with
In accordance with Ind AS 109, the
Company applies simplified expected credit customers
loss (ECL) model for measurement and Revenue from contracts with
recognition of impairment loss on the following customers is recognised when
control of the goods or services Accruals for discounts/incentives and returns are measurement.
are transferred to the i. Sale of products: estimated (using the most likely method) based on
Revenue is recognised upon - Contract liabilities
customer at an amount that accumulated experience and underlying schemes and
reflects the consideration to transfer of control of promised agreements with customers. Due to the short nature of A contract liability is the obligation to
which an entity expects to be products to customer in an credit period given to customers, there is no financing transfer goods or services to a customer
entitled in exchange for amount that reflects the component in the contract. for which the Company has received
transferring goods or services to consideration which the consideration (or an amount of consideration
a customer. Company expects to receive in ii. Contract balances: is due) from the customer. If a
exchange for products. Revenue customer pays consideration before the
Revenue is measured at the - Contract assets
from the sale of products is Company transfers goods or services to the
fair value of the consideration recognised when products are A contract asset is the right to consideration in exchange customer, a contract liability is recognised
received or receivable, taking into delivered to customer. for products or services transferred to the customer. If when the
account contractually defined Revenue is measured based the Company performs by transferring products or
terms of payment and excluding on the transaction price, which services to a customer before the customer pays
taxes or duties collected on behalf is the consideration, adjusted consideration or before payment is due, a contract
of the government. for volume discounts, asset is recognised for the earned consideration that is
rebates, scheme allowances, conditional.
The Company identifies the
performance obligations in its price concessions, incentives, - Trade receivables
contracts with customers and and returns, if any, as
A receivable represents the Company’s right to an
recognises revenue as and when specified in the contracts with
amount of consideration that is unconditional (i.e.,
the performance obligations are the customers.
only the passage of time is required before payment
satisfied. The specific recognition Revenue excludes taxes of the consideration is due). Refer to accounting
criteria described below must also collected from customers on policies of financial assets in section - Financial
be met before revenue is behalf of the government. instruments – initial recognition and subsequent
recognised.

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payment is made or the payment is (ii) Conversion at the reporting date. Non-monetary items, which of the award is expensed immediately through profit
due (whichever is earlier). Contract Foreign currency monetary items are measured in terms of historical cost denominated in or loss.
liabilities are recognised as revenue when are retranslated using the exchange a foreign currency, are reported using the exchange
the Company performs under the rate prevailing The dilutive effect of outstanding options is reflected
rate at the date of the transaction. Non-monetary
contract. as additional share dilution in the computation of
items, which are measured at fair value or other
diluted earnings per share.
similar valuation denominated in a foreign currency, are
II. Interest income:
translated using the exchange rate at the date when Expense relating to options granted to employees of
Interest income is accrued on time basis, such value was determined. the subsidiaries under the Company’s share-based
by reference to the principle outstanding and payment plan, is cross charged for their share of the
using the effective interest rate method. (iii) Exchange differences ESOP cost by equity settlement.
Interest income is included under the
Exchange differences arising on settlement or
head “Other income” in the statement of l) Post-employment and other employee benefits
translation of other monetary items or on
profit and loss.
reporting monetary items at rates different from
Short term employee benefits
those at which they were initially recorded during the
i) Provisions All short term employee benefits such as salaries,
period/year, or reported in previous financial
A provision is recognised when the Company statements, are recognised as income or as expenses in incentives, medical benefits which are expected to
has a present legal or constructive obligation the statement of profit and loss in the period/year in be settled wholly within 12 months after the end
as a result of past event and it is probable which they arise. of the period in which the employee renders the related
that an outflow of resources services which entitles him to avail such benefits are
embodying economic benefits will be k) Share based payments recognised on an undiscounted basis and charged to
required to settle the obligation and a the statement of profit and loss.
Employees (including senior executives) of the
reliable estimate can be made of the
Company receive remuneration in the form of share- based
amount of the obligation. The expense Post-employment benefits
payment transactions, whereby employees render services
relating to a provision is presented in the
as consideration for equity instruments (equity-settled i. Defined Contribution Plans
statement of profit and loss.
transactions).
Retirement benefit in the form of Provident
If the effect of the time value of money
The cost of equity-settled transactions is determined by the fair Fund is a defined contribution scheme and the
is material, provisions are discounted
value at the date when the grant is made using an contributions are charged to the Statement of
using a current pre-tax rate that
appropriate valuation model. Profit and Loss of the period/year when
reflects, when appropriate, the risks
the contribution to the funds is due. There
specific to the liability. When discounting is That cost is recognised, together with a corresponding
are no other obligations other than the
used, the increase in the provision due to increase in share-based payment (SBP) reserves in equity,
contribution payable to the fund. The
the passage of time is recognised as a over the period in which the performance and/or service
Company recognises contribution payable to
finance cost. conditions are fulfilled in employee benefits expense. The
the provident fund scheme as expenditure,
cumulative expense recognised for equity-settled
Provisions are reviewed at each balance when an employee renders the related
transactions at each reporting date until the vesting date
sheet date and adjusted to reflect the service.
reflects the extent to which the vesting period has expired
current best estimates.
and the Company’s best estimate of the number of equity
ii. Defined Benefit Plans
instruments that will ultimately vest. The expense or credit for
j) Foreign currency transactions Gratuity
a period represents the movement in cumulative expense
Functional and presentation currency recognised as at the beginning and end of that period and is The Company has an obligation towards
recognised in employee benefits expense. gratuity, a defined benefit plan covering eligible
The financial statements are presented in
employees. The plan provides for a lump-sum
Indian Rupees (Rs.), which is the functional When the terms of an equity-settled award are
payment to vested employees at retirement,
currency of the Company and the currency of the modified, the minimum expense recognised is the expense
death while in employment or on termination of
primary economic environment in which the had the terms had not been modified, if the original terms
employment of an amount equivalent to 15 days
Company operates. of the award are met. An additional expense is
salary payable for each completed year of service.
recognised for any modification that increases the
Vesting occurs upon completion of five years of
Foreign currency transactions and balances total fair value of the share-based payment transaction, or
service. The gratuity benefits are unfunded.
is otherwise beneficial to the employee as measured at the
(i) Initial recognition date of modification. Where an award is cancelled by the Gratuity liability is provided for on the
Foreign currency transactions are recorded in entity or by the counterparty, any remaining element of the basis of an actuarial valuation on projected
the reporting currency, by applying to the foreign fair value unit credit method made at the end of each
currency amount the exchange rate between the financial period/year. The present value of the
reporting currency and the foreign currency at defined benefit obligation is determined by
the date of the transaction. discounting the estimated future cash outflows
by reference to market yields at the end of the
reporting period on government bonds - Net interest expense or income The Company provides for the encashment of 12 months after the reporting date, regardless
that have terms approximating to the terms leave or leave with pay subject to certain of when the actual settlement.
Re-measurements, comprising of
of the related obligation. rules. The employees are entitled to accumulate
actuarial gains and losses, excluding
leave subject to certain limits, for future m) Borrowing cost
Net interest is calculated by applying the amounts included in net interest on
encashment. The liability is provided based Borrowing cost directly attributable to the acquisition,
discount rate to the net defined benefit the net defined benefit liability, are
on the number of days of unutilised leave at construction or production of an asset that necessarily
liability. The Company recognises the recognised immediately in the
each balance sheet date on the basis of an takes a substantial period of time to get ready for its
following changes in the net defined benefit balance sheet with a corresponding
independent actuarial valuation using the intended use or sale are capitalised as part of the cost
obligation as an expense in the statement of debit or credit to retained earnings
projected unit credit method at the reporting of the respective asset. All other borrowing costs
profit and loss: through ‘Other comprehensive
date. Actuarial gains/losses are immediately are expensed in the period they are incurred.
income’ in the period in which they
- Service costs comprising current service taken to the statement of profit and loss Borrowing cost includes interest, amortisation
occur. Re- measurements are not
costs, past-service costs, gains and and are not deferred. The obligations are of ancillary costs incurred in connection with the
reclassified to profit or loss in
losses on curtailments and non- presented as current liabilities in the balance arrangement of borrowing to the extent they are
subsequent periods.
routine settlements; and sheet if the entity does not have an unconditional regarded as adjustment to the interest cost.
Compensated absences right to defer the settlement for at least

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n) Fair value measurement largely due to the short-term maturities

of these instruments. The management measured based on quoted prices in active markets. The inputs deferred tax assets and deferred taxes relate to the
Fair value is the price that would be received to sell to these models are taken from observable markets where same taxable entity and the same taxation authority.
an asset or paid to transfer a liability in an selects appropriate valuation techniques
using discounted cash flow model when possible, but where this is not feasible, a degree of judgement
orderly transaction between market Current tax and deferred tax are measured
the fair value of the financial assets and is required in establishing fair values. External valuers are
participants at the measurement date. The fair using the tax rates and tax laws enacted or
liabilities recorded in the balance sheet involved for valuation of significant assets and liabilities. The
value measurement is based on the presumption substantively enacted, at the reporting date. Current
cannot be management selects external valuer on various criteria
that the transaction to sell the asset or transfer the income tax and deferred tax relating to items
such as market knowledge, reputation, independence and
liability takes place either: recognised outside profit and loss is recognised
whether professional standards are maintained by valuer.
outside profit and loss (either in OCI or in equity). The
• In the principal market for the asset or liability The management decides, after discussions with the
Company periodically evaluates positions taken in
– or Company’s external valuers, which valuation techniques and
the tax returns with respect to situations in which
inputs to use for each case.
• In the absence of a principal market, in the most applicable tax regulations are subject to interpretation
advantageous market for the asset or liability For the purpose of fair value disclosures, the Company has and considers whether it is probable that a taxation
determined classes of assets and liabilities on the basis of the authority will accept an uncertain tax treatment.
The principal or the most advantageous market must nature, characteristics and risks of the asset or liability and The Company reflect the effect of uncertainty for
be accessible by the Company. the level of the fair value hierarchy as explained above. each uncertain tax treatment by using either most
The fair value of an asset or a liability is measured likely method or expected value method, depending
using the assumptions that market participants would o) Income taxes on which method predicts better resolution of the
use when pricing the asset or liability, assuming Tax expense comprises current and deferred tax. treatment.
that market participants act in their economic best
interest. Current income tax p) Cash and cash equivalents
Current income-tax is measured at the amount Cash and cash equivalents in the balance
The Company uses valuation techniques that are
expected to be paid to the tax authorities in accordance with the sheet comprise cash at banks and on hand and
appropriate in the circumstances and for
Income-tax Act, 1961 enacted in India. short-term deposits with an original maturity of three
which sufficient data are available to measure fair
months or less, and other short term highly liquid
value, maximising the use of relevant observable
Deferred tax investments which are subject to an insignificant risk
inputs and minimising the use of unobservable
of changes in value.
inputs. Deferred tax is provided using the liability method on temporary
differences between the tax bases of assets and liabilities and For the purpose of the statement of cash flows, cash
All assets and liabilities for which fair value is measured
their carrying amounts for financial reporting purposes at the and cash equivalents consist of cash and short-term
or disclosed in the financial statements are
reporting date. deposits, as defined above, net of outstanding bank
categorised within the fair value hierarchy,
overdrafts as they are considered an integral part of
described as follows, based on the lowest level Deferred tax liabilities are recognised for all taxable
the Company’s cash management.
input that is significant to the fair value temporary differences. Deferred tax assets are
measurement as a whole: recognised for all deductible temporary differences and the
q) Contingent Liabilities
carry forward of any unused tax losses. Deferred tax
• Level 1 — Quoted (unadjusted) market prices A contingent liability is a possible obligation that arises
assets are recognised to the extent that it is probable that
in active markets for identical assets or from past events whose existence will be confirmed
taxable profit will be available against which the deductible
liabilities by the occurrence or non-occurrence of one or
temporary differences, and the carry forward of unused tax
• Level 2 — Valuation techniques for which losses can be utilised. more uncertain future events beyond the
the lowest level input that is significant to the fair control of the Company or a present obligation
The carrying amount of deferred tax assets is reviewed at each that is not recognised because it is not probable that
value measurement is directly or indirectly
reporting date and reduced to the extent that it is no longer an outflow of resources will be required to settle the
observable
probable that sufficient taxable profit will be available to obligation. A contingent liability also arises in extremely
• Level 3 — Valuation techniques for which allow all or part of the deferred tax asset to be utilised. rare cases where there is a liability that cannot be
the lowest level input that is significant to Unrecognised deferred tax assets are re-assessed at each recognised because it cannot be measured reliably.
the fair value measurement is unobservable reporting date and are recognised to the extent that it has The Company does not recognise a contingent liability
become probable that future taxable profits will allow the but discloses its existence in the financial
For assets and liabilities that are recognised in the
deferred tax asset to be recovered. statements.
financial statements on a recurring basis, the Company
determines whether transfers have occurred between Deferred tax assets and deferred tax liabilities are offset, if
levels in the hierarchy by re-assessing categorisation a legally enforceable right exists to set-off current tax assets r) Earnings per share
(based on the lowest level input that is significant to against current tax liabilities and the Basic earnings per share is computed by dividing
the fair value measurement as a whole) at the end the net profit or loss for the period attributable
of each reporting period. The management assessed to equity shareholders by the weighted average
that cash and cash equivalents, trade receivables, number of equity shares outstanding during the
advances, trade payables, bank overdraft and other period. The weighted average number of equity shares
financial liabilities approximate their carrying amounts outstanding during the period is adjusted for events
such as bonus issue, bonus element in a rights issue, of Ind AS 108 on ‘Operating Segments’ estimation of the effects of uncertain future events,
share split, and reverse share split (consolidation of shares) constitutes a single reporting segment. which are believed to be reasonable under the
that have changed the number of equity circumstances. Actual results may differ from these
shares outstanding, without a t) Share capital estimates. The estimates and underlying assumptions
corresponding change in resources. are reviewed on an on-going basis. Revisions
Equity shares are classified as equity. Incremental
For the purpose of calculating diluted costs directly attributable to the issue of equity shares to accounting estimates are recognised in the
earnings per share, the net profit or loss are recognised as a deduction from equity. period in which the estimate is revised if the
for the period attributable to equity revision affects only that period or in the period of
shareholders and the weighted average 3A. Significant accounting judgements, estimates and the revision and future periods if the revision
number of shares outstanding during the assumptions affects both current and future periods.
period are adjusted for the effects of all Uncertainty about these assumptions and
The preparation of financial statements in conformity
dilutive potential equity shares, except estimates could result in outcomes that require
with Ind AS requires the management to
where the result would be anti-dilutive. a material adjustment to the carrying amount
make judgments, estimates and assumptions that
affect the reported amounts of revenues, expenses, of assets or liabilities affected in future periods.
s) Segment reporting policies assets and liabilities and the accompanying
The Group drives synergy across The following are the critical judgements and
disclosures, and the disclosure of contingent
fulfilment models, sales channels and estimates that have been made by the
liabilities, at the end of the reporting period.
product categories and accordingly the management in the process of applying the
Such judgments, estimates and associated
management reviews and allocates Company’s accounting policies and that have the
assumptions are evaluated based on historical
resources based on Omni business and most significant effect on the amount recognised in
experience and various other factors, including
Omni channel strategy, which in the terms the financial statements

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and/or key sources of estimation uncertainty that may instruments.

c. Estimation of defined benefit obligation strategies. The Company has recognised
have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities within
and compensated absences deferred tax assets on the unused tax losses and
the next financial year. The cost of the defined benefit gratuity other deductible temporary differences since the
plan, compensated absences and the management is of the view that it is probable
I. Judgements: present value of the gratuity obligation the deferred tax assets will be recoverable
are determined using actuarial valuations. An using the estimated future taxable income
• Determining the lease term of based on the approved business plans and
contracts with renewal and termination actuarial valuation involves making
various assumptions that may differ from budgets.
options – the Company as lessee
actual developments in the future. These
The Company determines the lease term as the include the determination of the discount f. Business combination:
non-cancellable term of the lease, together with rate, future salary increases and mortality In accounting for business combinations,
any periods covered by an option to extend rates. All assumptions are reviewed at each judgment is required in identifying whether
the lease if it is reasonably certain to be reporting date. an identifiable intangible asset is to be
exercised, or any periods covered by an option recorded separately from goodwill. Additionally,
to terminate the lease, if it is reasonably The parameter most subject to change is the
estimating the acquisition date fair value of the
certain not to be exercised. It considers all discount rate. In determining the appropriate
identifiable assets acquired (including useful life
relevant factors that create an economic discount rate for plans operated in India, the
estimates), liabilities assumed, and contingent
incentive for it to exercise either the renewal management considers the interest rates
consideration assumed involves management
or termination. of government bonds in currencies consistent
judgment. These measurements are based
with the currencies of the post- employment
on information available at the acquisition
II. Estimates and assumptions: benefit obligation. Future salary increases
date and are based on expectations and
are based on expected future inflation rates.
assumptions that have been deemed
a. Estimation of useful life of property, The mortality rate is based on publicly
reasonable by management. Changes in
plant and equipment and intangible asset available mortality tables for the country. Those
these judgments, estimates, and
mortality tables tend to change only at
Property, plant and equipment and intangible assumptions can materially affect the results of
interval in response to demographic
assets represent a significant proportion of operations.
changes.
the asset base of the Company. The charge
in respect of periodic depreciation is derived g. Provision
d. Income taxes
after determining an estimate of an Provisions and liabilities are recognised in the
asset’s expected useful life and the Significant judgments are involved in
period when it becomes probable that there
expected residual value at the end of determining the provision for income taxes
will be a future outflow of funds resulting from
its life. The useful lives and residual including judgment on whether tax positions are
past operations or events and the amount of
values of assets are determined by probable of being sustained in tax
cash outflow can be reliably estimated. The
management at the time the asset is assessments. A tax assessment can involve
timing of recognition and quantification of the
acquired and reviewed periodically, complex issues, which can only be resolved
liability require the application of judgement
including at each financial period/year end. over extended time periods.
to existing facts and circumstances, which can be
The lives are based on historical experience subject to change. The carrying amounts of
with similar assets. e. Deferred Taxes
provisions and liabilities are reviewed regularly
Deferred tax assets are recognised for and adjusted to take account of changing facts
b. Fair Value measurement of unused tax losses to the extent that it is and circumstances.
financial instruments probable that future taxable profit will be
When the fair values of financial assets and available against which the losses can be h. Impairment of financial assets:
financial liabilities recorded in the balance utilised. In assessing the probability the
The impairment provisions for financial
sheet cannot be measured based on quoted Company considers whether the entity has
assets depending on their classification are based
prices in active markets, their fair value sufficient taxable temporary differences
on assumptions about risk of default, expected
is measured using valuation techniques relating to the same taxation authority
cash loss rates, discounting rates applied to
including the discounted cash flow model. and the same taxable entity, which will
these forecasted future cash flows, recent
The inputs to these models are taken result in taxable amounts against which the
transactions and independent valuer's report.
from observable markets where possible, unused tax losses or unused tax credits can be
The Company uses judgement in making
but where this is not feasible, a degree of utilised before they expire. Significant
these assumptions and selecting the inputs to
judgement is required in establishing fair management judgement is required to
the impairment calculation, based on
values. Judgements include considerations determine the amount of deferred tax assets
Company’s past
of inputs such as liquidity risk, credit that can be recognised, based upon the
risk and volatility. Changes in assumptions likely timing and the level of future taxable
about these factors could affect the profits together with future tax planning
reported fair value of financial
history, existing market conditions as well default rates are updated and j. Leases – Estimating the have to pay’, which requires estimation
as forward looking estimates at the end changes in the forward-looking incremental borrowing rates: when no observable rates are available or
of each reporting period. estimates are analysed. The The Company cannot readily when they need to be adjusted to reflect the
assessment of the correlation determine the interest rate implicit in terms and conditions of the lease.
i. Provision for expected credit losses between historical observed the lease, therefore, it uses its The Company estimates the IBR
of trade receivables and contract default rates, forecast economic incremental borrowing rate (IBR) using observable inputs (such as market
assets: conditions and ECLs is a to measure lease liabilities. The IBR interest rates) when available and is required
The Company uses a simplified significant estimate. The is the rate of interest that the to make certain entity-specific estimates
approach to determine impairment loss amount of ECLs is sensitive to Company would have to pay to (such as the Company’s credit rating).
allowance on the portfolio of trade changes in circumstances and of borrow over a similar term, and with
receivables. This is based on its forecast economic conditions. a similar security, the funds k. Other estimates:
historically observed default rates over The Company’s historical credit necessary to obtain an asset of a
loss experience and forecast of The share-based compensation expense
the expected life of the trade similar value to the right-of-use
economic conditions may not is determined based on the
receivable and is adjusted for asset in a similar economic
be representative of Company’s estimate of equity
forward looking estimates. At every environment. The IBR therefore
customer’s actual default in the instruments that will eventually vest.
reporting date, the historical observed reflects what the Company ‘would
future.

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3B. Recent pronouncements Ind AS 37 – Onerous Contracts - Costs of 4 Property, plant and equipment
Ministry of Corporate Affairs (“MCA”) notifies new Fulfilling a Contract Computers & Furniture & Office Plant & Leasehold
standard or amendments to the existing standards The amendments specify that that the ‘cost of Particulars Hardware Fixtures equipments
Vehicles
Machinery improvements
Total
under Companies (Indian Accounting Standards) fulfilling’ a contract comprises the ‘costs that relate Cost
Rules as issued from time to time. On March directly to the contract’. Costs that relate directly to As at April 1, 2020 5.66 52.24 3.96 4.40 3.02 17.44 86.72
23, 2022, MCA amended the Companies a contract can either be incremental costs of fulfilling Additions 0.84 - 8.21 - 0.13 5.02 14.20
(Indian Accounting Standards) Amendment Rules, that contract (examples would be direct - (0.25) - - - - (0.25)
Disposals
2022, applicable from April 1st, 2022, as below: labour, materials) or an allocation of other costs
As at March 31, 2021 6.50 51.99 12.17 4.40 3.15 22.46 100.67
that relate directly to fulfilling contracts. The
Ind AS 103 – Reference to Conceptual amendment is essentially a clarification, and the Additions 3.04 31.88 4.14 - - - 39.06
Framework Company does not expect the amendment to have any Disposals - - - - - - -
The amendments specify that to qualify for significant impact in its financial statements. As at March 31, 2022 9.54 83.87 16.31 4.40 3.15 22.46 139.73
recognition as part of applying the acquisition method, Accumulated
the identifiable assets acquired and liabilities assumed Ind AS 109 – Annual Improvements to Ind AS depreciation
must meet the definitions of assets and liabilities in (2021) As at April 1, 2020 3.79 3.46 0.82 1.05 0.44 13.30 22.86
the Conceptual Framework for Financial Reporting The amendment clarifies which fees an entity includes Depreciation charge for 1.26 4.74 0.60 3.28 0.36 6.28 16.52
under Indian Accounting Standards when it applies the ‘10 percent’ test of Ind AS 109 the year
(Conceptual Framework) issued by the Institute in assessing whether to derecognise a financial Disposals - (0.07) - - - - (0.07)
of Chartered Accountants of India at the liability. The Company does not expect the As at March 31, 2021 5.05 8.13 1.42 4.33 0.80 19.58 39.31
acquisition date. These changes do not significantly amendment to have any significant impact in its
Depreciation charge for 0.98 7.82 3.05 - 0.40 0.01 12.26
change the requirements of Ind AS 103. The financial statements.
the year
Company does not expect the amendment to
have any significant impact in its financial Ind AS 106 – Annual Improvements to Ind AS Disposals - - - - - - -
statements. (2021) As at March 31, 2022 6.03 15.95 4.47 4.33 1.20 19.59 51.57
The amendments remove the illustration of Net Book Value
Ind AS 16 – Proceeds before intended use the reimbursement of leasehold improvements by As at March 31, 2022 3.51 67.92 11.84 0.07 1.95 2.87 88.16
The amendments mainly prohibit an entity the lessor in order to resolve any potential As at March 31, 2021 1.45 43.86 10.75 0.07 2.35 2.88 61.36
from deducting from the cost of property, plant confusion regarding the treatment of lease incentives Footnotes:
and equipment amounts received from selling that might arise because of how lease incentives were 1. Movable assets have been pledged to secure borrowings of the Company (Refer Note – 24)
items produced while the Company is preparing described in that illustration. The Company does
the asset for its intended use. Instead, an entity will not expect the amendment to have any significant 5 Right of use assets
recognise such sales proceeds and related cost in impact in its financial statements. Particulars Right of use assets Total
profit or loss. The Company does not expect the
amendments to have any impact in its
recognition of its property, plant and equipment
in its financial statements.
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6 Intangible assets
As at As at
Particulars
Business March 31, 2022 March 31, 2021
Computer
Particulars Catalogue Application Total 0.10
Softwares FSN Distribution Private Limited -
Development Cost
10,000 fully paid equity shares of ` 10 each
Cost
(March 31, 2021: ` Nil)
As at April 1, 2020 97.17 12.47 2.45 112.09
Total investments measured at cost (A) 2,893.16 121.30
Additions - - 12.32 12.32
(B) Equity Component - Loans to Subsidiaries
Disposals - - - -
FSN Brands Marketing Private Limited 249.41 177.60
As at March 31, 2021 97.17 12.47 14.77 124.41
Nykaa E-Retail Private Limited 16.09 16.09
Additions - - 4.09 4.09
Nykaa Fashion Private Limited 138.05 34.50
Disposals (97.17) - - (97.17)
Nykaa-KK Beauty Private Limited 6.57 6.57
As at March 31, 2022 - 12.47 18.86 31.33
FSN International 1.77 0.29
Accumulated amortisation
As at April 1, 2020 60.50 6.57 0.89 67.96 Total equity component of loans to subsidiaries (B) 411.89 235.05
(C) Equity Component - Financial Guarantees
Amortisation charge for the year 36.67 2.27 4.95 43.89
Disposals - - - -
As at March 31, 2021 97.17 8.84 5.84 111.85
Amortisation charge for the year - 2.10 5.26 7.36
Disposals (97.17) - - (97.17)
Total equity component of financial guarantees (C) 246.77 190.57
As at March 31, 2022 - 10.94 11.10 22.04
(D) Equity Component - ESOP
Net Book Value
At March 31, 2022 - 1.53 7.76 9.29
At March 31, 2021 - 3.63 8.93 12.56
7 Non-current investments (Unquoted) Nykaa-KK Beauty Private Limited - 0.36
Total equity component of ESOP (C) 242.98 135.69
As at As at
Particulars Total investment - equity component (E = B+C+D) 901.64 561.31
March 31, 2022 March 31, 2021
Investments in subsidiaries (Unquoted, fully paid up) Measured at fair value through Other Comprehensive Income (FVTOCI)
(A) Investments in Equity Instruments of Subsidiaries (at cost) Investment in Others (Unquoted, fully paid up)
FSN Brands Marketing Private Limited 1,020.00 20.00 JMS Logistics and Express Private Limited
102,000,000 fully paid equity shares of ` 10 In Series A1 Compulsory Convertible Cumulative Preference Shares of ` 1/- each - 13.19
each Total investments measured at FVTOCI (F) - 13.19
(March 31, 2021: 2,000,000 fully paid equity shares of ` 10 each) Total Non-current investments (A+E+F) 3,794.80 695.80
CATEGORY-WISE INVESTMENT
9,510,000 fully paid equity shares of ` 10 each 3,794.80 682.61
Measured at Cost
(March 31, 2021: 9,510,000 fully paid equity shares of ` 10 each)
Measured at Fair Value Through Other Comprehensive Income (FVTOCI) - 13.19
FSN International Private Limited 51.00 1.00
5,100,000 fully paid equity shares of ` 10 each Total Investments 3,794.80 695.80
(March 31, 2021: 100,000 fully paid equity shares of ` 10 each) Aggregate amount of Unquoted Investments 3,794.80 695.80
Nykaa Fashion Private Limited 250.10 0.10 Aggregate amount of impairment in value of investments 38.03 24.84
25,010,000 fully paid equity shares of ` 10 each
During the year the Company has recognised the impact of decline in fair value of investment of ` 13.19 Mn (March
(March 31, 2021: 10,000 fully paid equity shares of ` 10 each)
31, 2021: 24.84 Mn) through other comprehensive income.
(1)
510,000 fully paid equity shares of ` 10 each On September 28, 2021, the Company has acquired 51% stake in Dot & Key Wellness Private Limited (Dot & Key) for a consideration of ` 969 Mn.
Accordingly, effective such date Dot & Key has become a subsidiary of the Company. Further, the Promoter shareholders of Dot & Key (NCI holder of
(March 31, 2021: 510,000 fully paid equity shares of ` 10 each) the subsidiary) have Put Option for selling balance stake of 49% by the Company at a value to be determined as per the terms of Shareholders Agreement
Dot & Key Wellness Private Limited(1) 1,471.76 - for consideration not exceeding `1,530 Mn. The fair value of the Put Option on the date of acquisition of ` 502.76 Mn has been included in the cost of
1,357,143 fully paid equity shares of ` 10 each investments. Put Option liability as on March 31, 2022 was ` 242.40 Mn (Refer note 22) and resultant change in liability is recognised under
‘Other income’ (Refer note 32) during the year.
(March 31, 2021: ` Nil)
STANDALONE
ARE
NOTES
NOTES

8 Loans (Non current) (Unsecured, considered good)
As at As at
Particulars
As at As at March 31, 2022 March 31, 2021
Particulars
March 31, 2022 March 31, 2021 (6.98) 3.28
Others
Loan to subsidiaries (Refer note 43 and 45) 3,019.76 2,088.64
Total Tax 181.79 86.38
Total 3,019.76 2,088.64
Current tax expense 64.46 -
The above loans are measured at amortised cost and have been given for business purpose. Deferred tax expense 117.33 86.38
Tax expense recognised in the statement of profit and loss 181.79 86.38
9 Other financial assets (non-current) (measured at amortised cost)
Effective tax rate 14.94% 19.27%
As at As at
Particulars
March 31, 2022 March 31, 2021
Gross movement in the current income tax assets/(liabilities) for the years ended March 31, 2022 and March 31,
Sublease net investments 100.61 128.85 2021:
Security deposits (Unsecured, considered good) 38.00 11.66
As at As at
Particulars
Deposits with banks with maturity period more than 12 months 126.60 - March 31, 2022 March 31, 2021
Total 265.21 140.51 Net income tax asset at the beginning 65.32 35.23
Income tax paid 67.95 30.09
Refer note 43 for details of net sublease investments with related parties.
Current tax expense / tax expense pertaining to earlier years (64.46) -
10 Income tax Net income tax asset at the end 68.81 65.32
Income tax assets as per balance sheet 68.81 65.32
The major components of income tax expense are:
Particulars
As at As at Deferred tax:
March 31, 2022 March 31, 2021
As at As at
Current tax: Particulars
March 31, 2022 March 31, 2021
In respect of current year 43.90 - Impact of expenditure charged to the statement of profit and loss in the current year but allowed 8.22 6.70
In respect of earlier year 20.56 - for tax purposes on payment basis
64.46 - Impact of brought forward losses 33.41 158.38
Deferred tax: Impact of difference between tax depreciation / amortisation and depreciation / amortisation as per 19.12 20.30
In respect of current year 160.76 86.38 books

Provision of doubtful receivables 0.22 1.62
In respect of unrecognised business loss of earlier years (43.43) -
Impact of difference in liabilities as per books and tax 13.54 11.22
117.33 86.38
Deferred tax assets (A) 74.51 198.22
Income tax expense reported in the statement of profit or loss 181.79 86.38
Deferred tax liabilities (B) - -
OCI section - Deferred tax related to items recognised in OCI during the year:
Deferred tax assets (net) (C=A-B) 74.51 198.22
Tax expenses / (income) on remeasurements of defined benefit plans & fair valuation of investments 6.38 (6.85)
Income tax expense charged / (credited) to OCI 6.38 (6.85) Reconciliation of deferred tax assets (net):
As at As at
Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate for March 31, 2022 and Particulars
March 31, 2022 March 31, 2021
March 31, 2021: Opening balance 198.22 277.74
As at As at Tax (expense) during the period recognised in profit or loss (117.33) (86.38)
Particulars
March 31, 2022 March 31, 2021
Tax (expense) / income during the period recognised in OCI (6.38) 6.86
Profit before tax 1,216.92 448.26
Closing balance 74.51 198.22
Applicable tax rate 25.17% 25.17%
Tax using the Company’s domestic tax rate 306.30 112.83 11 Other non-current assets
Tax effect of: As at As at
Particulars
Interest income on loan to subsidiary (14.39) (13.63) March 31, 2022 March 31, 2021
Commission on financial guarantee (14.73) (16.09) Capital advances 1.62 -

Tax expense / (credit) pertaining to earlier years (22.87) - Total 1.62 -
Fair value of put option (65.53) -

STANDALONE
ARE
NOTES
NOTES

12 Inventories (valued at lower of cost or net realisable value)
14 Cash and cash equivalents
As at As at
Particulars As at As at
March 31, 2022 March 31, 2021 Particulars
March 31, 2022 March 31, 2021
Stock in trade 261.56 73.47
Cash on hand 0.24 0.14
Finished goods 281.34 143.19
Balances with banks in current accounts 302.14 67.19
Raw Materials 15.85 26.22
Deposits with original maturity of less than three months
Packing material 166.70 89.30
- With Banks 15.36 145.50
Total 725.45 332.18
- With Financial Institution - 100.00
As at March 31, 2022 ` 31.32 Mn (March 31, 2021: ` 38.20 Mn) is recognised as provision taking into account various Total 317.74 312.83
factors, including obsolescence of material, unserviceable items and ageing of material.
Cash at banks earns interest at floating rates based on daily bank deposit rates on deposits. Short-term deposits are
13 Trade receivables made for varying periods of between one day and three months, depending on the immediate cash requirements of the
Company, and earn interest at the respective short-term deposit rates.
As at As at
Particulars
March 31, 2022 March 31, 2021
15 Bank balance other than cash and cash equivalents
Trade receivables - Unsecured, considered good 242.16 637.22
As at As at
Trade receivables which have significant increase in credit risk 0.88 6.42 Particulars
March 31, 2022 March 31, 2021
Less: Allowances for expected credit loss (Refer note 47) (0.88) (6.42) Deposits with original maturity for more than 3 months but less than 12 months
Total 242.16 637.22 - With Banks 1,885.53 1,440.00
For details of trade receivable with related party refer note 43 related party disclosure. - With Financial Institution - 170.20
No trade receivable are due from directors or other officers of the Company either severally or jointly with any other person. Total 1,885.53 1,610.20
Trade receivables are non-interest bearing and are generally on terms of 0 to 60 days. 16 Loans (Current) (Unsecured, considered good) (measured at amortised cost)
As at As at
Trade receivables aging schedule As at March Particulars
March 31, 2022 March 31, 2021
31, 2022 Loan to subsidiaries (Refer note 43 and 45) 2,060.75 -

Total 2,060.75 -
Outstanding for following periods from due date of payment
Particulars Current but Less than 6 6 months - More than 3 Total The above loans are measured at amortised cost and have been given for business purpose.
not due 1-2 years 2-3 years
months 1 year years
17 Other financial assets (current)
Undisputed Trade Receivables – 177.90 64.21 0.05 - - - 242.16
Unsecured, considered good As at As at
Particulars
Undisputed Trade Receivables – which 0.35 0.13 - - 0.40 - 0.88 March 31, 2022 March 31, 2021
have significant increase in credit risk Sublease net investments 29.50 26.99
Security deposit (Unsecured, considered good) 2.88 0.85
Total 178.25 64.34 0.05 - 0.40 - 243.04
Current maturity of deposits with banks with maturity period more than 12 months 3,928.45 -
Unbilled receivable 4.21 26.36
As at March 31, 2021
Interest accrued on deposit but not due 102.41 48.65
Outstanding for following periods from due date of payment Total 4,067.45 102.85
Particulars Current but Total
not due Less than 6 6 months - More than 3
1-2 years 2-3 years
months 1 year years Movement in interest accrued on deposit but not due
Undisputed Trade Receivables – 323.33 313.89 - - - - 637.22 As at As at
Particulars
March 31, 2022 March 31, 2021
Unsecured, considered good
Opening balance 48.65 2.17
Undisputed Trade Receivables – which
- 1.03 3.17 1.03 1.19 - 6.42 Interest accrued during the year 426.49 268.54
have significant increase in credit risk
Total 323.33 314.92 3.17 1.03 1.19 - 643.64 Receipt of interest during the year (372.73) (222.06)
Closing Balance 102.41 48.65
STANDALONE
ARE
NOTES
NOTES

18 Other current assets
iii) Details of shareholders holding more than 5% shares in the company
As at As at
Particulars As at March 31, 2022 As at March 31, 2021
March 31, 2022 March 31, 2021 Name of the shareholder
Advance to suppliers (Unsecured, considered good) 142.72 65.98 No. of shares % holding No. of shares % holding
33.00 73.60 Sanjay Nayar (through family trust) 105,818,920 22.32% 4,003,964 26.59%
Advance against expenses (Unsecured, considered good)
17.48 14.07 Falguni Nayar (through family trust) 104,305,770 22.00% 3,313,331 22.00%
Prepaid expenses
22.85 - Indra Singh Banga / Harindarpal Singh Banga 30,479,790 6.43% 1,355,993 9.01%
Balance with statutory / government authorities
Total 216.05 153.65 As per records of the Company, including its register of shareholders/members and other declarations received from
shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of
19 Share Capital shares.
Equity Shares Preference Shares
Particulars
Numbers Amount Numbers Amount iv) Shares reserved for issue under employee stock option
Authorised Share Capital The Company has reserved issuance of 33,000,000 (Previous year 33,000,000) Equity Shares of ` 10
As at April 1, 2020 (Shares of face value of ` 10 each) 195,000,000 1,950.00 5,000,000 50.00 each for offering to Eligible Employees of the Company and its subsidiaries under Employees Stock Option
Scheme (ESOS). During the year ended March 31, 2022 the Company has granted 2,200,200 options
Increase during the year - - - - (March 31, 2021: 2,541,000). Cumulative number of equity shares granted under Employee Stock Option
As at March 31, 2021 (Shares of face value of ` 10 each) 195,000,000 1,950.00 5,000,000 50.00 Scheme (ESOS) is 28,227,450 equity shares as at March 31, 2022. (March 31, 2021: 26,027,250).
Increase during the year* 2,555,000,000 800.00 495,000,000 450.00
v) Promoter’s Shareholding:
As at March 31, 2022 (Shares of face value of ` 1 each) 2,750,000,000 2,750.00 500,000,000 500.00
*Pursuant to the approval of the shareholders at Extra Ordinary General Meeting of the Company held on July 16, 2021 each equity share of face value of ` 10/- per As at March 31, 2022:
share was sub-divided into ten equity shares of face value of `1/- per share, with effect from the record date i.e. July 16, 2021. The above increase during the year
includes the effect of such split of face value of the shares. No. of No. of
% change
shares at the % of Total shares at the % of Total
Description Promoter Name during the
i) Terms / rights attached to equity shares: beginning of Shares end of the Shares
year
the year** year
The Company has only one class of equity shares having a par value of ` 1 per share. Each holder of equity shares is
Equity shares of ` 1 each Sanjay Nayar (through family trust) 120,118,920 26.59% 105,818,920 22.32% (12%)
entitled to one vote per share.
Equity shares of ` 1 each Falguni Nayar (through family trust) 99,399,930 22.00% 104,305,770 22.00% 5%
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining
assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the Total 219,518,850 48.59% 210,124,690 44.32% (7%)
number of equity shares held by the shareholders. 0.001% Non-Cumulative,
Optionally Convertible
Each equity shareholder is entitled to dividends as and when the Company declares and pays dividend after obtaining Falguni Nayar (through family trust) 143,500 32.88% - 0.00% (100%)
Redeemable Preference
shareholders’ approval.
Shares, partly paid
ii) Issued share capital Total 143,500 32.88% - 0.00% (100%)
Equity Shares ** The number of shares at the beginning of the year have been restated to give effect of share split of equity shares of face value of ` 10 each sub-
Particulars
Numbers Amount divided into equity shares of face value of ` 1 each and bonus shares allotted in the ratio of 2 bonus shares for every 1 share held vide shareholder’s approval
As at April 01, 2020 14,549,077 145.49 dated July 16, 2021.
Issue of equity shares of face value of ` 10 each 508,160 5.08
As at March 31, 2021 15,057,237 150.57 As at March 31, 2021:
Issue of equity shares of face value of ` 10 each 60,130 0.60 No. of No. of
450,528 % change
Conversion of OCRPS into equity shares of face value of ` 10 each 4.51 shares at the % of Total shares at the % of Total
beginning of Shares end of the Shares
140,111,055 - year
Adjustment of split of shares into face value of ` 1 each the year year
Issue of bonus shares of face value of ` 1 each 311,357,900 311.36
Equity shares of ` 10 each Sanjay Nayar (through family trust) 4,003,964 26.59% 4,003,964 26.59% -
Issue of equity shares of face value of ` 1 each 7,068,026 7.07
Equity shares of ` 10 each Falguni Nayar (through family trust) 3,313,331 22.00% 3,313,331 22.00% -
As at March 31, 2022 474,104,876 474.11
Total 7,317,295 48.59% 7,317,295 48.59% -
During the year, the Company has completed its Initial Public Offer (IPO) of 47,575,326 equity shares of face 0.001% Non-Cumulative, Falguni Nayar (through family trust) 100,000 22.91% 143,500 32.88% 15.82%
value of ` 1 each at an issue price of ` 1,125 per share (including a share premium of ` 1,124 per share). A Optionally Convertible
discount of Redeemable Preference
`100 per share was offered to eligible employees bidding in the employee’s reservation portion of 250,000 Shares, partly paid
equity shares. The issue comprised of a fresh issue and allotment of 5,602,666 equity shares aggregating to `
Total 100,000 22.91% 143,500 32.88% 15.82%
6,300 Mn and offer for sale of 41,972,660 equity shares by selling shareholders aggregating to ` 47,197 Mn.
STANDALONE
ARE
NOTES
NOTES

vi) Shares issued for consideration other than cash:
As at As at
The Company has issued 311,357,900 bonus shares vide shareholder’s approval dated July 16, 2021 in the ratio Particulars
March 31, 2022 March 31, 2021
of 2 bonus shares for every 1 share held during the year. (v) Employee Share Options Scheme Reserve
20 Other equity
Add : Additions during the year 143.06 52.61
(A) Instruments classified as Equity Less: Shares exercised during the year (76.52) (71.76)
Less: Options lapsed during the year - (1.31)
0.001% Non-Cumulative, Optionally Convertible Redeemable Preference Shares (‘OCRPS’)
Closing balance (E) 155.91 89.37
Particulars No. of shares Amount
(vi) Capital Reserve
As at April 01, 2020 275,000 2.06 Opening balance - -
Issue of preference shares during the year 161,500 1.21 0.36 -
Add : Forfeiture of OCRPS
As at March 31, 2021 436,500 3.27 Closing balance (F) 0.36 -
Issue of preference shares during the year at ` 10 per share 50,028 0.50 Total (A+B+C+D+E+F) 15,025.36 5,457.64
Call money at ` 2.50 per share on 400,500 shares - 1.00
(36,000) (0.26)
Nature and purpose of reserves
Forfeiture of partly paid 36,000 shares at ` 7.5 per share
(i) Securities premium: Where the Company issues shares at a premium, whether for cash or otherwise, a sum equal
Conversion of preference share capital during the year (450,528) (4.51) to the aggregate amount of the premium received on those shares is transferred to Securities Premium.
As at March 31, 2022 - -
(ii) Retained earnings: Retained Earnings are the profits / (losses) that the Company has earned till date, less
The Company has availed the option to convert fully paid up OCRPS and accordingly 414,528 OCRPS were converted any dividends or other distributions paid to shareholders.
into equity shares as on June 30, 2021, at the issue price as per conditions given in the letter of offer and
forfeited OCRPS of 36,000 were re-issued and converted into equity shares on July 15, 2021. (iii)Other Comprehensive Income: This represents the cumulative gains and losses arising on remeasurement of defined
employee benefit plan.
(B) Other equity (iv) Share application money pending allotment: This represents the share application money received in previous year
As at As at for Employee Stock Option Scheme for which shares are allotted during the current financial year.
Particulars
March 31, 2022 March 31, 2021
(v) Employee Share Options Scheme Reserve: The fair value of the equity-settled share based payment transactions
(i) Securities premium with employees is recognised in Employee Share Options Scheme Reserve.
Opening balance 5,666.58 4,572.26
(vi) Capital Reserve: Capital reserve is on account of forfeiture of partly paid up OCRPS and security premium thereon.
Add : Securities premium on issue of shares 8,975.26 1,035.68
Add: Transfer from Employee Share options scheme reserve 76.52 71.76 21 Lease liabilities (Non current)
Less: Utilised on issue of bonus shares (311.36) -
As at As at
Particulars
Less: Forfeiture of OCRPS (0.10) - March 31, 2022 March 31, 2021
Less: Share issue expenses (256.22) (13.12) Payable for lease liabilities (Refer note 41) 147.30 162.51
Closing balance (A) 14,150.68 5,666.58 Total 147.30 162.51
(ii) Retained earnings
Opening balance (283.84) (647.03) 22 Other financial liabilities
Add: Profit during the year 1,035.13 361.88 As at As at
Particulars
March 31, 2022 March 31, 2021
Less: Options lapsed during the year - 1.31
Put option liability (Refer note 7) 242.40 -
Closing balance (B) 751.29 (283.84)
(iii) Other comprehensive income Total 242.40 -
Opening balance (14.47) 5.90

23 Long-term provisions
Add: Other comprehensive (loss) for the year (19.06) (20.37)
As at As at
Closing balance (C) (33.53) (14.47) Particulars
March 31, 2022 March 31, 2021
(iv) Share application money pending allotment
Provision for Gratuity (Refer note 42) 12.40 9.40
Opening balance - 0.24
Total 12.40 9.40
Add : Additions during the year 8,983.60 -
Less: Shares allotted during the year (8,982.95) (0.24)
Closing balance (D) 0.65 -
STANDALONE
ARE
NOTES
NOTES

(Amount in ` Million, unless otherwise
24 Borrowings (Current) stated) Amount as
Name Amount as reported in
Amount of
As at As at Quarter of Particulars per books of quarterly Reason for material discrepancies
Particulars difference
March 31, 2022 March 31, 2021 Bank(1) account return /
313.27 243.54 statement
Working capital loan from Banks
Mar-21 Kotak Bank, Trade 703.20 648.17 55.03 Amount as per books includes total debtor balance as
Total 313.27 243.54 receivables
HDFC per trial balance including debtors greater than 90 days.
Bank, RBL and
Notes: Bank Advance to
(i) Working Capital/Cash Credit Facilities from Bank is secured by hypothecation of book debts, current assets and suppliers
movable Property, plant and equipment both present and future. Jun-21 Kotak Bank, Inventory 351.43 373.83 (22.40) Amount as per books includes total inventory balance as
HDFC per trial balance. Amount as reported in quarterly
(ii) Loan is payable on demand. Interest payable on working capital loan is MCLR adjusted with the risk spread mutually Bank, return includes inventory greater than 9 months. Detailed
agreed between the parties. Citibank backup information for difference is not readily retrievable.
The difference is primarily on account of closing GST
(iii) Maximum amount of loan outstanding during the year was ` 669.47 Mn (March 31, 2021: ` 679.37 Mn).
input
credit included in amount reported in quarterly return.
(iv) Bank loan contain certain financial covenants and the Company has satisfied all covenants as per the terms of Trade 463.45 416.60 46.85 Amount as per books includes total debtor balance
bank loan. Receivable as per trial balance including debtors greater than 90
days. Detailed reconciliation for difference is not readily
(v) As at March 31, 2022, the Company had undrawn committed funded and non-funded borrowing facilities of retrievable as on date.
` 381.60 Mn (March 31, 2021: ` 256.46 Mn). (1)
Kotak Bank, Citibank, RBL Bank, HDFC Bank referred in the above table are for Kotak Mahindra Bank Limited, Citi Bank N.A., The Ratnakar Bank
Limited and HDFC Bank Limited.
Reconciliation of statements submitted to banks during the year: Amount as
Amount as Amount as reported in
Name of Amount of
Name of Amount as reported in Amount of Quarter Particulars per books of quarterly Reason for material discrepancies
Particulars Reason for material discrepancies Bank(1) account
difference
Quarter per books of quarterly return /
Bank(1)
account return / difference statement
statement Citibank, Inventory 401.38 396.19 5.19 The difference is primarily on account of GST input
Jun-20 Kotak Bank, Inventory 386.24 398.65 (12.41) Amount as per books includes total inventory balance as Sep-21(2)
Kotak Bank, credit included and change in inventory / provision for
HDFC HDFC slow moving and obsolescence inventory balance in the
per trial balance. Amount reported in the quarterly return
Bank, RBL Bank quarterly submission to the bank.
include inventory greater than 9 months. Detailed backup
Bank
information for difference is not readily retrievable as on Citibank, Trade 401.67 306.58 95.08 The difference is primarily on account of other
Kotak Bank receivables, receivables which has not been considered by the
date. The difference is primarily on account of closing Other Company as part of quarterly submission to the bank.
GST input credit included in amount reported in quarterly Receivables
return. HDFC
Trade Trade 485.98 355.91 130.07 The difference is primarily on account of other
receivables 285.51 263.49 22.02 Amount as per books includes total debtor balance Bank receivables, receivables which has not been considered by the
as per trial balance including debtors greater than 90 Advance to Company as part of quarterly submission to the bank.
days. Detailed reconciliation for difference is not readily
Suppliers, Further, amount as per books excludes trade receivables
retrievable as on date. Other more than 90 days whereas total receivables was
Sep-20 Kotak Bank, Inventory 328.95 354.56 (25.61) Amount as per books includes total inventory balance as Receivables considered in statement submitted to bank.
HDFC per trial balance. The difference is primarily on account of Citibank, Advances To 84.32 29.61 54.71 The difference is primarily on account of reclassification
Bank, RBL closing GST input credit included in amount reported in Kotak Bank suppliers entries recorded after the submission of the statement
Bank quarterly return. Amount reported in the quarterly return to the banks as per due date and before the finalisation
include inventory greater than 9 months. Detailed of results.
backup
information for difference is not readily retrievable as on Dec-21(2) Citibank, Inventory 507.97 601.39 (93.42) The difference is primarily on account of GST input
date. Kotak Bank, credit included in the quarterly submission to the bank.
Trade 229.85 199.68 30.17 Amount as per books includes total debtor balance HDFC
receivables as per trial balance including debtors greater than 90 Bank
days. Detailed reconciliation for difference is not readily HDFC Trade 492.97 482.05 10.92 The difference is primarily on account of reclassification
retrievable as on date. Bank receivables, entries recorded after the submission of the statement
Dec-20 Kotak Bank, Other to the banks as per due date and before the finalisation
Inventory 242.77 288.59 (45.82) Amount as per books includes total inventory balance as
HDFC per trial balance. The difference is primarily on account of Receivables of results.
Bank, RBL closing GST input credit included in amount reported in Mar-22(3) Citibank, Inventory 725.45 760.91 (35.46) The difference is primarily on account of GST input
Bank
quarterly return. Amount reported in the quarterly return Kotak Bank credit included and change in inventory / provision for
include inventory greater than 9 months. Detailed backup HDFC 725.45 723.33 2.12 slow moving and obsolescence inventory balance in the
information for difference is not readily retrievable as on Bank quarterly submission to the bank.
date. (1)
Kotak Bank, Citibank and HDFC Bank referred in the above table are for Kotak Mahindra Bank Limited, Citi Bank N.A., and HDFC Bank Limited.
(2)
For quarter ended September 30, 2021 and December 31, 2021, the Company has submitted revised statements with the banks post balance sheet
date, which has been acknowledged by the bank.
(3)
For quarter ended March 31, 2022, the Company is in process of submitting revised statement with bank post balance sheet date.

STANDALONE
ARE
NOTES
NOTES

25 Lease liabilities (Current)
As at As at Outstanding for following periods from due date of payment
Particulars Current but
March 31, 2022 March 31, 2021 Particulars Total
not due Less than 1 More than 3
Payable for lease liabilities (Refer note 41) 53.54 51.25 year 1-2 years 2-3 years years
Total 53.54 51.25 Total outstanding dues of micro enterprises and small 7.71 8.01 0.06 - - 15.78
enterprises
26 Trade payables Total outstanding dues of creditors other than micro 70.50 24.38 3.24 0.01 0.01 98.14
As at As at enterprises and small enterprises
Particulars
March 31, 2022 March 31, 2021 Total 78.21 32.39 3.30 0.01 0.01 113.92
Total outstanding dues of micro enterprises and small enterprises 34.86 15.78
Total outstanding dues of trade payables other than micro enterprises and small enterprises 131.30 98.14 27 Other financial liabilities (Current)
Total 166.16 113.92
As at As at
Particulars
March 31, 2022 March 31, 2021
Refer Note 43 for trade payables to related parties.
Financial Liabilities at amortised cost
Employee related liabilities 20.56 1.52
Details of dues to Micro and Small enterprises as defined under the MSMED Act, 2006:
Accrued expenses 142.22 146.09
The identification of Micro, Small and Medium Enterprises is based on the Management’s knowledge of their status.
Disclosure is based on the information available with the Company regarding the status of the suppliers as defined under Creditors for Capital Goods 0.43 2.02
‘The Micro, Small and Medium Enterprises Development Act, 2006’. Interest accrued but not due 0.91 0.78
Other payables* 226.42 -
Particulars March 31, 2022 March 31, 2021
a) The principal amount and the interest due thereon remaining unpaid to any supplier as at the end 34.86 15.78 Total other financial liabilities at amortised cost (A) 390.54 150.41
of each accounting year. Financial guarantee contracts (Refer note 44) (B) 24.18 26.53
- - Total (A+B) 414.72 176.94
b) The amount of interest paid by the buyer in terms of section 16 of the MSMED Act, 2006
along with the amounts of the payment made to the supplier beyond the appointed day during * Other payables consist of amount payable to selling shareholders out of the IPO proceeds currently withheld pending final settlement of IPO expenses.
each accounting year.
For details of employee related liabilities with related parties, refer note 43, related party disclosures
c) The amount of interest due and payable for the period of delay in making payment (which - -
have been paid but beyond the appointed day during the year) but without adding the interest Movement in Interest accrued but not due and finance charge:
specified under the MSMED Act, 2006.
As at As at
d) The amount of interest accrued and remaining unpaid at the end of each accounting year 0.34 0.09 Particulars
March 31, 2022 March 31, 2021
e) The amount of further interest remaining due and payable even in the succeeding years, until - - Opening balance 0.78 -
such date when the interest dues as above are actually paid to the small enterprise for the purpose Interest and Finance charge accrued during the year 38.58 28.94
of disallowance as a deductible expenditure under section 23 of the MSMED Act, 2006 (38.45) (28.16)
Payment of interest and Finance charge during the year
Trade payables aging schedule As at March
31, 2022 28 Short-term provisions
Outstanding for following periods from due date of payment As at As at
Particulars
Current but March 31, 2022 March 31, 2021
Particulars Less than 1 More than 3 Total
not due 1-2 years 2-3 years 2.39 6.20
year years Provision for Gratuity (Refer note 42)
31.58 2.59 0.63 0.06 - 34.86 Provision for Compensated absences (Refer note 42) 14.23 11.01
Total outstanding dues of micro enterprises and small
enterprises Total 16.62 17.21
Total outstanding dues of creditors other than micro 99.78 28.28 2.77 0.46 0.01 131.30
enterprises and small enterprises 29 Contract liabilities
Total 131.36 30.87 3.40 0.52 0.01 166.16 As at As at
Particulars
March 31, 2022 March 31, 2021
Advance from customers 2.26 0.42
Total 2.26 0.42
STANDALONE
ARE
NOTES
NOTES

30 Other liabilities (Current)
33 Cost of material consumed
As at As at
Particulars For the year ended For the year ended
March 31, 2022 March 31, 2021
Statutory dues 36.26 79.74
Opening Stock 115.52 88.47
Total 36.26 79.74
Add: Purchase 787.70 307.90
31 Revenue from operations Closing Stock (182.55) (115.52)

Total 720.67 280.85
For the year ended For the year ended
Particulars
March 31, 2022 March 31, 2021
1,876.99 1,458.13
34 Purchase of traded goods
Sale of products
Total 1,876.99 1,458.13 For the year ended For the year ended
Particulars
March 31, 2022 March 31, 2021
Within India 1,876.99 1,454.90
Purchases of traded goods 193.99 206.65
Outside India - 3.23
Total 193.99 206.65
1,876.99 1,458.13
35 Changes in inventories of finished goods and stock-in-trade
(A) Disaggregation of revenue from contracts with customers For the year ended For the year ended
Particulars
The Company derives its major revenue from sale of products and sale of products by selected platforms, which is a March 31, 2022 March 31, 2021
single line of business. Finished goods
(B) Contract Balances
As at As at
Particulars
March 31, 2022 March 31, 2021
(138.15) (139.92)
Trade Receivables 242.16 637.22 Stock-in-trade
Contract Liabilities 2.26 0.42 Opening balance 73.46 371.67
Contract Price 1,878.83 1,458.55 Closing balance 261.56 73.46
Revenue recognised in the period from: (188.10) 298.21
Revenue recognised in the current year from contract liability: Total (326.25) 158.29
Advance from Customer 0.42 -
36 Employee benefit expense
Revenue deferred in the current year towards unsatisfied performance obligation:
Advance from Customer (2.26) (0.42) Particulars
March 31, 2022 March 31, 2021
Revenue from operations 1,876.99 1,458.13 231.53 142.01
Salaries, Wages and Bonus (Refer note 58)
Contribution to provident fund 9.64 4.87
32 Other income
Gratuity expenses (Refer note 42) 1.19 5.45
Particulars Compensated expenses (Refer note 42) 4.84 12.94
March 31, 2022 March 31, 2021
Interest Income on: Share based expenses (Refer note 50) 35.82 11.15
Loan given to subsidiaries 252.05 187.00 Staff welfare expenses 4.91 1.41
Net investment (sublease) 13.71 5.61 Total 287.93 177.83
Security deposit 1.01 0.99
37 Finance costs
Bank deposit 174.44 81.54
Others - 0.18 Particulars
March 31, 2022 March 31, 2021
Fair value of put option liability (Refer note 7) 260.36 -
Interest expenses on borrowings 34.95 26.51
Foreign exchange gain (net) 2.45 0.74
Interest expenses on lease liabilities 19.95 12.27
Brand Usage Fees 394.51 262.51
Other interest charges 0.34 -
Commission on Financial guarantees 58.54 63.93
Other finance charges 3.63 2.43
Total 1,157.07 602.50
Total 58.87 41.21

STANDALONE
ARE
NOTES
NOTES

38 Depreciation and amortisation expense
40 Basic & Diluted earnings per share (EPS)
Particulars
March 31, 2022 March 31, 2021 For the year ended For the year ended
Particulars
Depreciation of property, plant and equipment (Refer note 4) 12.26 16.52 March 31, 2022 March 31, 2021**
Depreciation of Right-of-use assets (Refer note 5) 27.22 23.86 Nominal value of per equity share 1/- 1/-
Amortisation of Intangible assets (Refer note 6) 7.36 43.89 Profit after tax (A) 1,035.13 361.88
Total 46.84 84.27 Profit attributable to equity shareholders 1,035.13 361.88
Total number of shares outstanding during the year 474,104,876 451,717,110
39 Other expenses Weighted average number of equity shares outstanding during the year (B) 465,653,766 445,370,340
For the year ended For the year ended Basic EPS 2.22 0.81
Particulars
March 31, 2022 March 31, 2021
Dilutive effect on weighted average number of equity shares outstanding during the year (C) 5,384,855 17,661,660
Marketing & Advertisement Expenses 494.28 456.24
Weighted average number of diluted equity shares (D=B+C) 471,038,621 463,032,000
Beauty advisor Expenses 69.42 50.48
Diluted EPS 2.20 0.78
Legal and Professional Fees 40.04 25.46
** The number of shares at the beginning of the year have been restated to give effect of share split of equity shares of face value of ` 10 each sub-
Web & Technology Expenses 31.62 21.51 divided into equity shares of face value of ` 1 each and bonus shares allotted in the ratio of 2 bonus shares for every 1 share held vide shareholder’s approval
35.68 17.96 dated July 16, 2021.
Freight Expenses
Outsource warehouse manpower expense (Refer note 58) 27.74 12.80 41 Leases
Other Administrative Expense 9.28 11.52
The Company as lessee
Recruitment Expenses 4.01 9.75
The Company has lease contracts for premises obtained for offices, warehouse etc. Leases of premises generally have
Travelling & Conveyance Expenses 18.83 7.92
lease terms between 3 to 5 years.
Expected credit (loss)/credit impaired (5.54) 5.89
The Company’s obligations under its leases are secured by the lessor’s title to the leased assets.
Communication Expenses 8.07 5.95
Rates & Taxes 14.08 6.80 The Company has several lease contracts that include extension and termination options. These options are negotiated
by management to provide flexibility in managing the leased-asset portfolio and align with the Company’s business
Insurance Expenses 6.39 5.70
needs. Management exercises significant judgement in determining whether these extension and termination options
Rent and Maintenance Expenses 2.76 3.80 are reasonably certain to be exercised.
Director sitting fees and commission 15.69 3.52
Refer note 5 for carrying value of right of use assets.
Repairs & Maintenance - Others 2.59 2.74
Security Expenses 6.55 2.59 Set out below are the carrying amounts of lease liabilities (included under lease liabilities) and the
Selling Expense 38.82 6.21 movements during the year:
Electricity Charges 2.12 1.28 As at As at
Particulars
March 31, 2022 March 31, 2021
Bank charges 0.60 0.92
Auditors remuneration*
Addition 40.12 165.36
- Audit fees 7.30 2.90
Accretion of interest 19.95 12.27
- Taxation Matters 0.35 0.30
Deletion due to closure - (3.92)
- Other Matters - 0.15
Rent waiver - (1.35)
Expenditure towards corporate social responsibility (CSR) activities (Refer note 54) 4.41 0.88
Payments (72.99) (59.82)
Total 835.09 663.27
* Excludes amount of ` 29.26 Mn paid towards Initial Public Offer services out of which the Company’s share of expenses has been adjusted to Securities
Premium during the year and the balance has been recovered from Selling Share holders. Non-current 147.30 162.51
Current 53.54 51.25
200.84 213.76
The maturity analysis of lease liabilities are disclosed in note 47.

The effective interest rate for lease liabilities as at March 31, 2022 is 9.45% (March 31, 2021: 9.45%)
STANDALONE
ARE
NOTES
NOTES

The following are the amounts recognised in Statement of Profit and Loss:
iii. Net defined benefit liability/ (asset) reconciliation
March 31, 2022 March 31, 2021
Depreciation expenses of right of use assets 27.22 23.86
Opening net defined benefit liability/ (asset) 15.60 9.36
Defined benefit cost included in P&L 1.19 5.45
Total amount recognised in statement of profit and loss 47.17 36.13
Total re-measurements included in OCI (0.51) 2.38
The Company had total cash outflow for leases of ` 72.99 Mn (March 31, 2021: ` Employer contributions - -
59.82Mn). The Company earned rental income from sublease of ` 39.45 Mn (March 31, 2021: Employer direct benefit payments (1.49) (1.59)
` 32.50 Mn) Closing net defined benefit liability/ (asset) 14.79 15.60
42 Defined Benefit Plan and Other Long Term Employee Benefit Plan: B. Amount for the year ended March 31, 2022 and March 31, 2021 recognised in the Statement of Profit and
Loss under employee benefit expenses and other comprehensive income:
I) Defined Contribution Plan
During the year, the Company has made contribution/provision to provident fund stated under defined contribution Particulars
March 31, 2022 March 31, 2021
plan amounting to ` 9.64 Mn (March 31, 2021: ` 4.87 Mn) and the same has been recognised as an expense in Current service cost 4.10 4.84
the statement of profit and loss.
Past service cost (3.69) -
II) Defined Benefit Plans Interest expenses 0.78 0.61
The Company operates a defined benefit gratuity plan for its employees. Under the gratuity plan, every Amount recognised in Statement of Profit and Loss 1.19 5.45
employee who has completed at least five years of service gets a gratuity on departure @ 15 days of last drawn
salary for each completed year of service. Actuarial (Gain)/Loss in obligation for year ended due to changes in demographic / financial
(0.57) 0.54
The Company has provided for gratuity based on actuarial valuation done as per projected unit credit method. assumptions
Actuarial (Gain)/Loss in obligation for year ended due to changes in experience adjustments 0.06 1.84
A. The following tables set out the amounts recognised in the Company’s financial statements as at March 31, Amount recognised in Other Comprehensive Income (OCI) (0.51) 2.38
2022 and March 31, 2021:
i. Amount recognised in the balance sheet C The principal assumptions used in determining gratuity obligations for the Company’s plans are shown below:
As at As at For the year ended For the year ended
Amount to be recognised in balance sheet Mortality Table IALM (2012-14) IALM (2012-14)
Present value of defined benefit obligation 14.79 15.60 Discount rate: 5.95% 6.25%
Less: Fair value of plan assets - - Future salary increases* 8.00% until year 1 then 6.50% 6.50%
Funded status – deficit / (surplus) 14.79 15.60 Withdrawal rates 20.64%-30.54% across all levels 15.00%
Net liability recognised in balance sheet 14.79 15.60
IALM - Indian Assured Lives Mortality (Ultimate) IALM (2012-14) IALM (2012-14)
Non-current 12.40 9.40
Current 2.39 6.20 The discount rate is based on the prevailing market yields of Government of India Bonds as at the Balance Sheet date
for the estimated terms of the obligations.
ii. Changes in the present value of defined benefit obligation *The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority,
For the year ended For the year ended promotion and other relevant factors, such as supply and demand in the employment market.
Particulars
March 31, 2022 March 31, 2021
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are
Reconciliation of Defined Benefit Obligation
determined using actuarial valuations. An actuarial valuation involves making various assumptions that may
Opening defined benefit obligation 15.60 9.36 differ from actual developments in the future. These include the determination of the discount rate, future salary
Current service cost 4.10 4.84 increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined
Past service cost (3.69) - benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting
Interest cost 0.78 0.61 date.
Actuarial (Gain)/Loss in obligation for year ended due to changes in demographic / financial
(0.57) 0.54
assumptions
Actuarial (Gain)/Loss in obligation for year ended due to changes in experience adjustments 0.06 1.84
Benefit paid (1.49) (1.59)
Closing defined benefit obligations 14.79 15.60
STANDALONE
ARE
NOTES
NOTES

D The following payments are expected contributions to the defined benefit plan in future years:
43 Related party transactions
As at As at
March 31, 2022 March 31, 2021 A. Names of the related parties
Within the next 12 months (next annual reporting period) 2.39 4.54
Between 2 and 5 years 9.32 1.48
Names of related parties where control exists irrespective of whether transactions have occurred or not
Between 6 and 10 years 5.13 18.37 Relationship Name of entity
10 & Above following years 3.09 4.03 FSN Brands Marketing Private Limited
Total expected payments 19.93 28.42 Nykaa E-Retail Private Limited
Nykaa-KK Beauty Private Limited
The weighted average duration of the defined benefit plan obligation at the end of the reporting period is 4.50 years
Nykaa Fashion Private Limited
(March 31, 2021: 6 years).
FSN International Private Limited
Subsidiary Nykaa International UK Limited (wholly owned subsidiary of FSN International
E Sensitivity analysis Private Limited w.e.f. January 29, 2021)
The sensitivity analysis of significant actuarial assumption as of end of reporting period is shown below. FSN Global FZE (wholly owned subsidiary of FSN International Private Limited
w.e.f. June 21, 2020)
Pre-tax impact (decrease) / increase in FSN Distribution Private Limited w.e.f. July 30, 2021
Particulars liability
As at
Dot & Key Wellness Private Limited w.e.f. September 28, 2021
As at
March 31, 2022 March 31, 2021 Mrs. Falguni Nayar -- Executive Chairperson, CEO and Managing Director
Discount rate (-/+ 1%) Mr. Anchit Nayar -- Executive Director w.e.f. July 22, 2021
Decrease by 100 basis points 0.69 1.61 Ms. Adwaita Nayar -- Executive Director w.e.f. July 22, 2021
Increase by 100 basis points (0.64) (1.31) Mr. Sanjay Nayar -- Director w.e.f. April 09, 2021
Mr. Milan Khakhar -- Director
Future salary increase (-/+ 1%) Ms. Alpana Parida -- Director
Decrease by 100 basis points (0.47) (1.15) Ms. Anita Ramachandran -- Independent Director
Increase by 100 basis points 0.49 1.40 Mr. Milind Sarwate -- Independent Director w.e.f. July 15, 2021
Mr. Seshashayee Sridhara -- Independent Director w.e.f. July 26, 2021

The sensitivity analysis above has been determined based on a method that extrapolates the impact on defined Directors and Key Management Personnel (KMP)
Mr. Pradeep Parameswaran -- Independent Director w.e.f. July 15, 2021
benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period
Ms. Shefali Munjal -- Director till July 15, 2021
and assuming there are no other changes in the market conditions. There have been no changes from the previous
periods in the methods and assumptions used in preparing the sensitivity analysis. Ms. Padmini Somani -- Director till July 15, 2021
Mr. Yogeshkumar Mahansaria -- Director till July 30, 2021
These plans typically expose the Company to actuarial risks such as: interest risk, longevity risk and salary risk.
Mr. William Sean Sovak -- Director till July 15, 2021
(A)Interest risk - A decrease in the discount rate will increase the plan liability. Mr. Vikram Sud -- Director till April 09, 2021
(B) Longevity risk – The present value of the defined benefit plan liability is calculated by reference to Mr. Arvind Agarwal -- Chief Financial Officer w.e.f. June 01, 2020
the best estimate of the mortality of plan participants both during and after their employment. An Mr. Rajendra Punde -- Company Secretary w.e.f. November 05, 2020
increase in the life
expectancy of the plan participants will increase the plan’s liability. Mr. Akshay Tanna -- Nominee Director till July 15, 2021
(C) Salary risk – The present value of the defined plan liability is calculated by reference to the future salaries of Relative of Key Management Personnel (KMP) Mrs. Rashmi Mehta - Relative of Managing Director
plan
participants. As such, an increase in the salary of the plan participants will increase the plan’s liability. Company in which key management personnel have Sealink View Probuild Private Limited
iv Compensated absences: significant influence

The Company has a policy on compensated absences for its employees. In the current year, the Company has
changed the policy allowing employees to accumulate leaves subject to certain limits and carry forward into B. Transactions with Related party
subsequent years for availment/encashment. The expected cost of accumulating compensated absences is Transactions Balance as at Transactions Balance as at
determined by actuarial valuation performed by an independent actuary at the Balance sheet date using the Particulars Nature of transactions during FY March 31, during FY March 31,
project unit credit method. 2021-22 2022 2020-21 2021
Directors and Key Management Personnel (KMP)
Mrs. Falguni Nayar Remuneration 22.62 - 94.73 -
Mrs. Falguni Nayar (through family - - 0.44 -
trust) Issuance of OCRPS
Remuneration & reimbursements - - 1.83 -

STANDALONE
ARE
NOTES
NOTES

Particulars Nature of transactions Transactions Balance as at Transactions Balance as at Transactions Balance as at Transactions Balance as at
during FY March 31, during FY March 31, Particulars Nature of transactions during FY March 31, during FY March 31,
2021-22 2022 2020-21 2021 2021-22 2022 2020-21 2021
Mr. Arvind Agarwal Remuneration & reimbursements* 75.24 - 19.58 - Notional interest income- Financial
(18.65) - (8.23) -
Issuance of OCRPS guarantee
- - 0.10 -
Notional interest income- Loan (50.79) - (45.44) -
Mr. Pratik Bhujade Remuneration & reimbursements - - 1.11 - Notional interest income- sub-lease (6.51) - (1.85) -
Mr. Rajendra Punde Remuneration & reimbursements 12.12 - 4.96 - Recovery (Reimbursement) of (95.70) - (14.95) -
Ms. Anita Ramachandran Sitting Fees FSN Brands Marketing Private expenses
2.02 - 0.34 - Limited
Commission Brands usage fees (26.58) - (11.84) -
2.25 - 1.00 -
Sitting Fees Share based expense reimbursement (7.16) - (3.10) -
Ms. Alpana Parida 1.68 - 0.34 -
Other equity contribution 100.74 309.75 87.68 209.01
Commission 2.25 - 0.50 - Investment in subsidiary 1,000.00 1,020.00 - 20.00
Mr. Yogeshkumar Mahansaria Sitting Fees 0.49 - 0.34 - Net Investment- sub-lease - 62.80 - 73.75
Commission 0.75 - 1.00 - Loan given 1,921.87 1,921.87 (77.40) -
Mr. Pradeep Parameswaran Sitting Fees 0.45 - - - Interest income (45.44) - (10.55) -
Commission Sales (1,577.53) 71.09 (1,382.24) 161.05
1.59 - - -
Discount expenses 286.42 - 264.69 -
Mr. Milind Sarwate Sitting Fees 1.33 - - -
Banner advertisement expenses 186.76 - 193.68 -
Commission 1.59 - - - Recovery (Reimbursement) of
Sitting Fees (409.44) - (399.30) -
Mr. Seshashayee Sridhara 0.43 - - - expenses
Commission 1.50 - - - Sublease income - - (18.10) -
Mr. Anchit Nayar Issuance of OCRPS Rent expenses 0.41 - 0.61 -
- - 0.39 -
Property, plant and equipment sale - - (0.18) -
Remuneration & reimbursements 4.16 - - - Nykaa E-Retail Private Limited
Notional interest expense- Lease - - 0.02 -
Ms. Adwaita Nayar Issuance of OCRPS - - 0.39 - Notional interest income- sublease (0.03) - (0.81) -
Remuneration & reimbursements 16.65 - - - Notional interest income- Financial
(36.65) - (53.30) -
Relative of Key Management Personnel (KMP) guarantee
Rent expenses 2.85 (0.07) 2.42 (0.05) Notional interest income- Loan - - (5.56) -
Security deposit - 0.46 - 0.41 Share based expense reimbursement (71.43) - (35.60) -
Notional interest income on Other equity contribution 102.04 395.44 88.90 293.40
Mrs. Rashmi Mehta (0.05) - 0.04 -
security deposit Brand usage fees (314.28) - (212.95) -
Lease liability - (1.41) - (3.96) Net Investment- sub-lease - 0.35 - -
Interest cost on lease liability 0.30 - 0.54 - Lease liability - - - (0.03)
Subsidiary Loan given 1,132.10 1,358.43 140.10 323.79
Loan given (78.40) 1,662.55 655.70 1,761.93 Interest Income (47.29) - (17.21) -
Interest income (99.32) - (99.36) - Recovery (Reimbursement) of
(130.06) 49.38 (26.44) 62.77
Sales (326.64) 23.78 (234.51) 306.43 expenses
FSN Brands Marketing Private
Limited Purchases - - 9.09 - Sales (2.98) - (0.47) -
Sub-lease income (18.58) - (4.99) - Notional interest income- Loan (6.08) - (3.97) -
Discount expense 58.52 - 46.83 - Sublease Income (17.63) - (4.31) -
Marketing expense 136.41 - 97.30 - Nykaa Fashion Private Limited Notional interest income- sub-lease (6.43) - (1.75) -
Notional Commission on financial
(1.40) - (0.70) -
guarantee
Share based expense reimbursement (29.33) - (2.39) -
Other equity contribution 134.28 182.56 17.08 48.28
Brand usage fees (32.53) - (14.71) -
Net Investment- sub-lease - 61.40 - 72.45
Investment in subsidiary 250.00 250.10 - 0.10
STANDALONE
ARE
NOTES
NOTES

Transactions Balance as at Transactions Balance as at The total offer expenses are estimated to be H 2,423.44 Mn (inclusive of taxes) which are proportionately allocated
Particulars Nature of transactions during FY March 31, during FY March 31,
2021-22 2022 2020-21 2021 between the selling shareholders (including a related party) and the Company in the proportion of equity shares sold by
Loan given 70.94 71.14 (23.10) 0.37 the selling shareholders and the Company. As at March 31, 2022 amount of H 226.42 Mn payable to selling shareholders
Interest Income (1.81) - (5.63) - (Refer note 27) out of the IPO proceeds has been currently withheld pending final settlement of IPO proceeds
includes amount payable to a related party.
Sublease Income (4.68) - (5.17) -
Recovery (Reimbursement) of
expenses
(13.59) - (13.68) - 44 Commitments and contingent liabilities
Sales (0.56) - - - A Commitments
Purchase 0.37 - - -
The Company does not have any contract remaining to be executed on capital account and not provided for (net of
Nykaa-KK Beauty Private Limited Notional interest income- sublease (0.90) - (1.20) - advances) ` Nil as at March 31, 2022 (March 31, 2021 – ` Nil)
Notional interest income- Financial
(1.84) - (1.70) - The Company does not have lease contracts that have not yet commenced as at March 31, 2022.
guarantee
Notional interest income- Loan 0.16 - (2.99) -
Share based expense reimbursement 0.36 - (0.36) - B Contingent liabilities (not provided for)
Other equity contribution (1.34) 11.67 2.06 10.33 As at As at
Particulars March 31, 2021
Royalty (22.05) 14.03 (23.01) 30.37 March 31, 2022
Net Investment- sub-lease - 5.74 - 9.64 i) Claims against the Company, not acknowledged as debts
Loan given 15.20 16.78 0.40 2.55 Disputed Indirect tax matters (including interest up to the date of demand, if any) [Refer
26.64 11.77
Interest Income (0.71) - (0.15) - note (i) below]
Recovery (Reimbursement) of ii) Corporate guarantees given to banks [Refer note (ii) below] 3,540.00 3,290.00
(3.49) - - -
expenses
FSN International Private Limited iii) Bank guarantees [Refer note (iii) below] 505.19 -
Sales (5.44) 2.98 - -
Total 4,071.83 3,301.77
Investment in subsidiary 50.00 51.00 0.04 0.29
Notional interest income- Loan (0.55) - (0.08) -
Notes:
Other equity contribution - 1.77 - -
Loan given 49.74 49.74 - - i. The Company has received VAT assessments order for financial years 2016-17 with demands amounting to
` 32.02 Mn on account of certain input disallowances/adjustment made by VAT department. Out of the total
Interest Income (0.29) - - -
demand amount, the Company has paid ` 5.38 Mn to tax authorities during the year and for the balance ` 26.64
FSN Distribution Private Limited Recovery (Reimbursement) of
expenses
(6.60) 4.02 - - Mn the management believes that the position taken by it on the matter is tenable and hence, no
adjustment has been made to the financial statements.
Investment in subsidiary 0.10 0.10 - -
Company in which key management personnel have significant influence ii. Corporate guarantees given to banks with respect to borrowings taken by the subsidiary companies to a maximum
Rent, maintenance, electricity & amount of ` 3,540 Mn (March 31, 2021: ` 3,290 Mn), carrying amounts of the related financial
38.22 - 29.37 -
other expenses guarantee contracts at March 31, 2022 were ` 24.18 Mn (March 31, 2021: ` 26.53 Mn). (Refer note
Notional interest income on 27).
Sealink View Probuild Private (0.55) - (0.53) -
security deposit iii. Bank guarantees have been given to National Stock Exchange for completion of process of IPO.
Limited Security deposit - 6.02 - 5.48
Interest cost on lease liability 12.76 - 4.32
45 Disclosure as per the requirement of regulation 34 of the Securities and Exchange Board of India (Listing
Lease liability - (122.74) - (144.90) obligations and disclosure requirements) regulations, 2015:
Figures in brackets indicates payables and income The amounts at the year end and the maximum amount of loans and advances outstanding during the year is as follows:
Terms and conditions of transactions with related parties As at March 31, 2022 As at March 31, 2021
Maximum Amount Maximum Amount
The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length Particulars Outstanding Outstanding
Outstanding Outstanding
transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There Balance Balance uring the year
during the year d
have been no guarantees provided or received for any related party receivables or payables. Subsidiaries
The Company do not have any other transaction with key managerial person than that is disclosed above. FSN Brands Marketing Private Limited 1,662.55 2,478.89 1,761.93 1,993.13
*Remuneration includes amount towards ESOP based on exercise of options. Nykaa E-Retail Private Limited 1,921.87 1,928.57 - 705.71
FSN International Private Limited 16.78 19.95 2.55 2.86
Amount paid to KMP do not include the provisions made for gratuity as it is determined on an actuarial basis for the
Company as a whole. Similarly, expenses for compensated absences are not included in the above table as the same is Nykaa Fashion Private Limited 1,358.43 1,482.25 323.79 405.72
also determined on an actuarial basis for the Company as a whole. Nykaa-KK Beauty Private Limited 71.14 75.67 0.37 156.72
FSN Distribution Private Limited 49.74 49.74 - -
Total 5,080.51 6,035.07 2,088.64 3,264.14
STANDALONE
ARE
NOTES
NOTES

46 Fair value of financial assets and financial liabilities
a) Interest rate risk
The fair values of assets and liabilities are included at the amount at which the instrument can be exchanged in
The Company is exposed to interest rate risk primarily due to borrowings having floating interest rates. The Company
a current transaction between willing parties, other than in a forced or liquidation sale.
uses available working capital limits for availing short-term working capital demand loans with interest rates negotiated
The following methods and assumptions were used to estimate the fair values: from time to time so that the Company has an effective mix of fixed and variable rate borrowings. The following table
demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings
• The carrying values of financial assets i.e. cash and cash equivalents, trade receivables, other financial assets and
affected. With all other variables held constant, the Company’s profit before tax is affected through the impact
of financial liabilities i.e. trade and other payables, working capital loan borrowing and other financial liabilities
on floating rate borrowings, as follows:
are reasonable approximation of their fair values due to the short maturities of these instruments.
Effect (decrease) /
Particulars Increase / decrease
increase on profit
Particulars Level Carrying value as of Fair value as of in basis points
before tax
March 31, 2022 +50 (1.57)
Financial Assets:
-50 1.57
Fair Value through other comprehensive income
March 31, 2021 +50 (1.22)
Non-current investments Level 2 - 13.19 - 13.19
-50 1.22
Amortised cost
Non-current investments 3,794.80 682.61 3,794.80 682.61 b) Foreign currency risk
Loans 5,080.51 2,088.64 5,080.51 2,088.64 Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes
Trade receivables 242.16 637.22 242.16 637.22 in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily
to the Company’s operating activities denominated in foreign currency and thus the risk of changes in foreign
Cash and cash equivalents 317.74 312.83 317.74 312.83
exchange rates relates primarily to trade payables.
Bank balance other than cash and cash equivalents 1,885.53 1,610.20 1,885.53 1,610.20
The year end foreign currency forward contracts and unhedged foreign currency exposures are given below:
Other financial assets 4,332.66 243.36 4,332.66 243.36
15,653.40 5,588.05 15,653.40 5,588.05 a) Derivatives (forward contracts) outstanding as at the reporting date (in respective currency)
Financial Liabilities:
Amount as at March 31, 2022:
Amortised cost
As at March 31, 2022 As at March 31, 2021
Borrowings 313.27 243.54 313.27 243.54 Particulars of transactions Currency
Foreign currency `* Foreign currency `
Lease liabilities 200.84 213.76 200.84 213.76
Forward contracts to Purchases EUR - Trade Payable Euro 0.08 6.67 0.02 1.92
Trade payables 166.16 113.92 166.16 113.92
*Amount in ` represents conversion at hedged rate.
Other financial liabilities 414.72 176.94 414.72 176.94
1,094.99 748.16 1,094.99 748.16
b) Particulars of unhedged foreign currency exposure as at the reporting date (in respective currency):
Particulars Currency
Foreign currency ` Foreign currency `
Valuation methodology: Payables:
i) The Company has measured fair value for Level 2 investment using the third-party pricing Trade payables USD 0.01 0.84 -* 0.33
information without adjustment. Euro -* 0.07 0.06 4.93
CNY 0.10 1.25 0.06 0.67
47 Financial Instruments: Advances:
The Company’s principal financial liabilities comprise borrowings from banks, trade and other payables. The Advance to vendors against purchases / expense USD 0.32 23.88 0.25 18.57
main purpose of these financial liabilities is to finance and support the Company’s operations. The Company’s Euro -* 0.09 - -
principal financial assets comprise cash and bank balance, trade and other receivables that derive directly from its CNY 0.40 4.77 0.43 4.75
operations. *Numbers are below million under the rounding off convention adopted by the Company and accordingly not reported.
The Company is exposed to various financial risks such as market risk, credit risk and liquidity risk. The Company’s Since the business of the Company doesn’t involves material foreign currency transactions, its exposure to foreign
senior management team oversees the management of these risks. The Board of Directors review and agree policies currency changes is not material.
for managing each of these risks, which are summarised below:
c) Product price risk
Market risk In a potentially inflationary economy, the Company expects periodical price increases across its product lines. Product
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes price increases which are not in line with the levels of customers’ discretionary spends, may affect the business/ sales
in market prices. Market risk mainly comprises currency risk, product price risk and interest risk. volumes. In such a scenario, the risk is managed by offering judicious product discounts to customers to sustain
volumes. The Company negotiates with its vendors for purchase price rebates such that the rebates
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This
substantially absorb the product discounts offered to the customers. This helps the Company to protect itself
is based on the financial assets and financial liabilities held at March 31, 2022 and March 31, 2021.
from significant product margin losses. This mechanism also works in case of a downturn in the retail sector, although
overall volumes would get affected.
STANDALONE
ARE
NOTES
NOTES

Credit risk
Less than 1
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or Particulars Carrying value
year
1 to 5 years > 5 years Total
customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating
activities (primarily trade receivables).
Borrowings 313.27 313.27 - - 313.27
a) Trade receivables Trade payables 166.16 166.16 - - 166.16
The Company has adopted a policy of dealing with only credit worthy counterparties in case of institutional Other financial liabilities 414.72 414.72 - - 414.72
customers and the credit risk exposure for institutional customers is managed by the Company by credit Lease liabilities 200.84 70.31 169.58 - 239.89
worthiness checks. The Company’s experience of delinquencies and customer disputes have been minimal. Total 1,094.99 964.46 169.58 - 1,134.04
Also, the Company has a simplified approach to determine impairment loss allowance on the portfolio of trade
receivables. This is based on its historically observed default rates over the expected life of the trade receivable As at March 31, 2021
and is adjusted for forward looking estimates. Accordingly, the credit risk is covered by the Company. Borrowings 243.54 243.54 - - 243.54
(Refer accounting policy 2(g)(IV) for expected credit loss on trade receivable). Trade payables 113.92 113.92 - - 113.92
Movement in allowances for expected credit loss: Other financial liabilities 176.94 176.94 - - 176.94
As at As at Lease liabilities 213.76 69.74 191.02 - 260.76

Particulars March 31, 2022 March 31, 2021 Total 748.16 604.14 191.02 - 795.16
Provision made / written back during the year (5.54) 5.89 48 Segment information:
Closing balance 0.88 6.42 The Company has identified Board of directors and Group CEO as Chief Operating Decision Maker (‘CODM’) who
reviews and allocates resources based on Omni business and Omni channel strategy, which in terms of Ind AS 108
b) Security deposit on “Operating Segments” constitutes a single reporting segment.
The Company also carries credit risk on lease deposits with landlords for properties taken on leases, for which i) The Company operates in a single geographical environment i.e. in India.
agreements are signed and property possessions are taken for operations. The risk relating to refunds ii) No single external customer (other than related party) contributed 10% or more to Company’s revenue.
after vacating the premises is managed through successful negotiations or appropriate legal actions, where
necessary. 49 Capital management
c) Financial instruments and cash deposits The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to
optimise returns to its shareholders. For the purpose of the Company’s capital management, capital includes issued
Credit risk from balances with banks and financial institutions is managed by the Company’s equity capital, convertible preference shares, securities premium and all other equity reserves attributable to the
treasury department in accordance with the Company’s policy. Investments of surplus funds are made only with equity holders of the Company. The primary objective of the Company’s capital management is to maximise the
approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits shareholder value. The capital structure of the Company is based on management’s judgement of the
are reviewed by the Company’s Board of Directors on an annual basis and may be updated throughout the appropriate balance of key elements in order to meet its strategic and day-to-day needs. The Company consider the
year subject to approval of the Company’s Finance Committee. The limits are set to minimise the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and
concentration of risks and therefore mitigate financial loss through a counterparty’s potential failure to the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may
make payments. adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares. The
Liquidity risk Company’s policy is to maintain a stable and strong capital structure with a focus on total equity so as to
Liquidity risk is a risk that the Company may not be able to meet its financial obligations on a timely basis through maintain investor, creditors and market confidence and to sustain future development and growth of its
its cash and cash equivalents, and funds available by way of committed credit facilities from banks. Management business. The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital
manages the liquidity risk by monitoring rolling cash flow forecasts and maturity profiles of financial assets and structure.
liabilities. This monitoring includes financial ratios and takes into account the accessibility of cash and cash No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2022 and
equivalents and additional undrawn financing facilities. March 31, 2021.
The table below summarises the maturity profile of the Company’s financial liabilities based on contractual As at As at
undiscounted payments. Particulars March 31, 2021
March 31, 2022
Gross debt 313.27 243.54
Less: Cash and cash equivalents (317.74) (312.83)
Net debt (A) (4.47) (69.29)
Equity 15,499.47 5,608.21
Preference share capital - 3.27
Total Equity (B) 15,499.47 5,611.48
Net gearing ratio* (A)/(B) - -
*As at March 31, 2022 and March 31, 2021, the cash and cash equivalent was higher than outstanding net debt.
STANDALONE
ARE
NOTES
NOTES

50 Employee Share Based Payment
c Fair value of options granted
The Company has granted stock options under the employee stock option scheme- ESOS 2012 and ESOS 2017
The fair value of each option is estimated on the date of grant based on the following assumptions:
respectively, as approved by the Board of Directors of the Company, to the eligible employees of the Company or its
subsidiaries. These options would vest in 3 or 4 equal annual installments from the date of grant based on the ESOS 2012
vesting conditions as per letter of grant executed between the Company and the employee of the Company or its Particulars
Tranche I Tranche II Tranche III Tranche IV
subsidiaries. The maximum period for exercise of options is 4 years from the date of vesting. Each option when
exercised would be converted into one fully paid-up equity share of ` 10 each of the Company. The options granted Dividend yield (%) Nil Nil Nil Nil
under ESOS 2012 and ESOS 2017 scheme carry no rights to dividends and no voting rights till the date of exercise. Expected life (years) 2.23 - 2.33 2.93 - 2.96 3.47 - 3.54 4.47 - 4.54
The fair value of the share options is estimated at the grant date using Black and Scholes Model, taking into account the Risk free interest rate (%) 4.08% to 4.43% 4.81% to 5.14% 5.14% to 5.34% 5.40% to 5.66%
terms and conditions upon which the share options were granted.
Volatility (%) 32.57% to 32.83% 30.04% to 30.29% 28.64% to 30.04% 28.02% to 28.48%
The Company has recognised an expense of ` 35.82 Mn (March 31, 2021: ` 11.15 Mn) arising from equity
Share price on date of grant 594 - 1125.00
settled share based payment transactions for employee services received during the year. The carrying amount of
Employee stock options outstanding reserve as at March 31, 2022 is ` 155.91 Mn (March 31, 2021: ` 89.37 Fair value of options 140.59 - 263.37 157.56 - 299.82 172.61 - 330.68 200.74 - 376.44
Mn).
As at the end of the financial year, details and movements of the outstanding options a re as follows: ESOS 2017
Particulars
a Options granted under ESOS 2012 Tranche I Tranche II Tranche III Tranche IV
Dividend yield (%) Nil Nil Nil Nil
As at As at Expected life (years) 2.23 - 2.33 2.73 - 2.96 3.23 - 3.54 4.23 - 4.54
Particulars March 31, 2022 March 31, 2021** Risk free interest rate (%) 4.08% to 4.77% 4.76% to 5.24% 4.76% to 5.55% 5.39% to 5.70%
Options outstanding at the beginning of the year 525,930 10,075,380 Volatility (%) 32.60% to 33.45% 30.04% to 30.86 % 28.80% to 30.86% 28.02% to 29.38%
Options granted during the year 174,000 - Share price on date of grant 358.89-1125
Options forfeited during the year - (30,000) Fair value of options 85.74 - 263.37 91.37 - 299.82 100.65 - 330.68 118.23 - 376.44
Options expired/lapsed during the year - (30,000)
Options exercised during the year (525,930) (9,489,450)
The expected life of the share options is based on historical data and current expectations and is not necessarily indicative
of exercise patterns that may occur. The volatility is based on annualised standard deviation of the continuously
Options outstanding at the end of the year 174,000 525,930 compounded rates of return based on the peer companies and competitive stocks over a period of time. The Company has
Exercisable at the end of the year 174,000 525,930 determined the market price on grant date based on latest equity valuation report available with the Company preceding the
For options outstanding at the end of the year: grant date.
Exercise price range ` 594 - 1125 ` 100 - 650 The weighted average share price at the date of exercise of options exercised during the year was ` 920 (March 31,
Weighted average remaining contractual life (in years) 5.98 2.45 2021: ` 486.21).
b Options granted under ESOS 2017 **The movement of options & the fair value assumptions for FY 2020-21 have been restated to give effect of share split of equity shares
of face value of ` 10 each sub-divided into equity shares of face value of ` 1 each and bonus shares allotted in the ratio of 2 bonus
As at As at shares for every 1 share held vide shareholder’s approval dated July 16, 2021.
Particulars March 31, 2022 March 31, 2021**
d Expenses arising from share-based payment transactions
Options outstanding at the beginning of the year 5,657,280 5,197,200
Options granted during the year 2,026,200 2,541,000 For the year ended For the year ended
Particulars
March 31, 2022 March 31, 2021
Options forfeited during the year (536,000) (532,350)
Stock based compensation expense determined under fair value method recognised in statement
Options expired/lapsed during the year - (63,300) 35.82 11.15
of profit or loss
Options exercised during the year (2,728,830) (1,485,270)
Stock based compensation expense pertaining to employees of subsidiaries, determined under fair
Options outstanding at the end of the year 4,418,650 5,657,280 107.28 41.45
value method recognised as cost of investment
Exercisable at the end of the year 4,418,650 5,657,280
For options outstanding at the end of the year:
Exercise price range ` 594 - ` 650 -
10,766.75 6,059.56
Weighted average remaining contractual life (in years) 5.40 4.81
STANDALONE
ARE
NOTES
NOTES

51 Ratio Analysis and its elements
53 Utilisation of IPO funds
March 31, March 31,
SN. Ratio Numerator Denominator
2022 2021
% change Reason for variance During the year, the Company has completed its Initial Public Offer (IPO) of 47,575,326 equity shares of face value of
` 1 each at an issue price of ` 1,125 per share (including a share premium of ` 1,124 per share). A discount of ` 100
Increase is on account of
per share was offered to eligible employees bidding in the employee’s reservation portion of 250,000 equity shares. The
1 Current ratio Current assets Current liabilities 9.49 4.61 105.81% increase in current assets during
the year.
issue comprised of a fresh issue of 5,602,666 equity shares aggregating to ` 6,300 Mn and offer for sale of
41,972,660 equity shares by selling shareholders aggregating to ` 47,197 Mn. Pursuant to the IPO, the equity shares of the
Decrease is on account of
2
Debt equity Shareholder's Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on November 10,
Total debt 0.02 0.04 (53.43%) increase in shareholder's equity
ratio equity
during the year. 2021.
Debt service The total offer expenses are estimated to be ` 2,423.44 Mn (inclusive of taxes) which are proportionately allocated
Earnings for debt
= Interest & Increase is on account of between the selling shareholders and the Company as per respective offer size. The utilisation of IPO proceeds of
Debt service service = Net profit
3 Lease Payments 7.70 2.52 205.28% increase in earnings for debt ` 6,009.51 Mn (net of provisional IPO expenses of `290.49 Mn) is summarised below:
coverage ratio after taxes + Non-cash
+ Principal service during the year.
operating expenses Repayments Amount to be
Utilisation upto Unutilised upto
Increase is on account of Particulars utilised as per
March 31, 2022 March 31, 2021
Average prospectus
Return on increase in net profit after tax
4 Net Profits after taxes Shareholder’s 0.10 0.07 32.79% and shareholder's equity during
equity ratio Investment in certain of our Subsidiaries, namely, FSN Brands and / or Nykaa 4.20 415.80
Equity the year. 420.00
Fashion for funding the set-up of new retail stores
Decrease is on account of Capital expenditure to be incurred by our Company and investment in certain
Inventory Average
5 Cost of goods sold 1.11 1.62 (31.46%) increase in average inventory of our Subsidiaries, namely, Nykaa E-Retail, FSN Brands and Nykaa Fashion for 420.00 13.47 406.53
turnover ratio Inventory
during the year. funding the set-up of new warehouses
Trade Net credit sales = Increase is on account of Repayment or prepayment of outstanding borrowings availed by our Company
Average Trade 1,560.00 1,560.00 -
6 receivable Gross credit sales - 4.27 3.27 30.62% increase in sales during current and one of our Subsidiaries, namely, Nykaa E-Retail
Receivable
turnover ratio sales return year.
Expenditure to acquire and retain customers by enhancing the visibility and
2,340.00 369.52 1,970.48
Trade payable Net credit purchases = Increase is on account of awareness of our brands
7 Gross credit purchasesAverage Trade 7.01 3.58 95.80% increase in purchase during
turnover ratio - purchase return Payables General corporate purposes 1,269.51 401.05 868.46
current year.
Total 6,009.51 2,348.24 3,661.27
Decrease in capital turnover
Working capital =
Net capital Net sales = Total sales ratio is on account of increase Net proceeds which were unutilised as at March 31, 2022 were temporarily invested in deposits with scheduled commercial
8 Current assets – 0.22 0.59 (62.71%) in working capital during the
turnover ratio - sales return banks and kept in current account with scheduled commercial banks and monitoring agency bank account.
Current liabilities current year.
Increase is on account of 54 Expenditure towards corporate social responsibility (CSR) activities
Net sales =
9 Net profit ratio Net Profit 0.55 0.25 122.21% increase in net profits
Total sales - sales As at As at
during the year. SN Particulars
return March 31, 2022 March 31, 2021
Capital Employed 4.41 0.72
Return a Gross amount required to be spent by the Company during the year
= Tangible Net
10 on capital Earnings before b Amount spent during the year on the following in cash
Worth + Total 0.08 0.09 (6.47%)
interest and taxes
employed Debt - i. Construction/ acquisition of any asset - -
Deferred Tax
ii. On purpose other than (i) above 2.90 0.85
Asset
Average The amount of shortfall at the end of the year out of the amount required to be spent
Return on Interest income on c 1.51 -
11 investment in 0.04 0.06 (19.94%) by the Company during the year
investment fixed deposit
fixed deposit d The total of previous years’ shortfall amounts; - -
e Related party transactions in relation to corporate social responsibility - -
52 Subsequent events
f Provision movement during the year 1.51 -
Subsequent to the year ended March 31, 2022 on April 22, 2022, the Board of Directors of the Company has
approved strategic investments in Earth Rhythm Private Limited (Earth Rhythm) and Nudge Wellness Private Unspent amount as at March 31, 2022 has been subsequently transferred to CSR Account as per the requirements
Limited (Nudge). The Company has accordingly executed a share subscription and share purchase agreement with: of Section 135(6), of the Companies Act, 2013 post balance-sheet date.
• Earth Rhythm to acquire upto 18.51% of the fully diluted share capital by way of subscription and/or purchase of The amount during the year has been spent towards promoting education, sustainability and environmental responsibility
Compulsorily Convertible Cumulative Preference Shares and/or Equity Shares for a consideration of ` 416.5 and health care including preventive health care.
Mn. The transaction has been consummated on May 04, 2022.
• Nudge to acquire initially upto 60% (with a right to go upto 100%) of the fully diluted share capital by
way of subscription and/or purchase of Equity Shares for a consideration of ` 36 Mn.
STANDALONE
ARE
NOTES INDEPENDENT AUDITORS’ REPORT

Forming part of the Financial Statements as at and for the year ended March 31, 2022

55 Social Security Code
To the Members of FSN E-Commerce Ventures Limited Our responsibilities under those Standards are further
The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment described in the ‘Auditors Responsibilities for the Audit
benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, Report on the Audit of the Consolidated Financial of the Consolidated Financial Statements’ section of
the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code Statements our report. We are independent of the Group in
when it comes into effect and will record any related impact in the period the Code becomes effective. accordance with the ‘Code of Ethics’ issued by the
Opinion Institute of Chartered Accountants of India together with
56 Impact of Covid 19 We have audited the accompanying consolidated financial the ethical requirements that are relevant to our audit of
The Company has taken into account all the possible impacts of COVID-19 in preparation of these standalone financial statements of FSN E-Commerce Ventures Limited the financial statements under the provisions of the
statements, including but not limited to its assessment of, liquidity and going concern assumption, recoverable values of its (hereinafter referred to as the “Holding Company”) Act and the Rules thereunder, and we have fulfilled our
financial and non-financial assets, impact on revenue recognition and impact on leases. The Company has carried out this and its subsidiaries (the Holding Company and its other ethical responsibilities in accordance with these
assessment based on available internal and external sources of information upto the date of approval of these standalone subsidiaries together referred to as the “Group”) requirements and the Code of Ethics. We believe
financial statements and believes that the impact of COVID-19 is not material to these financial statements and expects comprising of the consolidated Balance Sheet as at that the audit evidence we have obtained is sufficient
to recover the carrying amount of its assets. The impact of COVID-19 on the standalone financial statements may differ March 31 2022, the consolidated Statement of Profit and appropriate to provide a basis for our audit opinion on
from that estimated as at the date of approval of these standalone financial statements owing to the nature and duration and Loss, including Other Comprehensive Income, the the consolidated financial statements.
of COVID-19. The Company will continue to closely monitor any material changes to future economic conditions. consolidated Cash Flow Statement and the
consolidated Statement of Changes in Equity for the Key Audit Matters
57 Other Statutory Information year then ended, and notes to the consolidated financial Key audit matters are those matters that, in our professional
i. The Company does not have any transactions with companies struck off. statements, including a summary of significant accounting judgment, were of most significance in our audit of the
policies and other explanatory information (hereinafter consolidated financial statements for the financial year
ii. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond referred to as the “consolidated financial statements”).
the statutory period. ended March 31, 2022. These matters were addressed
In our opinion and to the best of our information in the context of our audit of the consolidated
iii. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year. financial statements as a whole and in forming our
and according to the explanations given to us and
iv. The Company did not have any such transaction which is not recorded in the books of accounts that has been based on the consideration of reports of other auditors on opinion thereon, and we do not provide a separate opinion
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such separate financial statements and on the other financial on these matters. For each matter below, our description
as, search or survey or any other relevant provisions of the Income Tax Act, 1961). information of the subsidiaries, the aforesaid consolidated of how our audit addressed the matter is provided in
financial statements give the information required by the that context.
58 During the year, outsourced warehouse manpower expenses has been reclassified from employee benefit expenses Companies Act, 2013, as amended (the “Act”) in the We have determined the matters described below to
and disclosed separately under other expenses for the year ended March 31, 2022 and March 31, 2021. manner so required and give a true and fair view in be the key audit matters to be communicated in our
The reclassification does not have any impact on the profit of the group for the respective years. conformity with the accounting principles generally report. We have fulfilled the responsibilities described
accepted in India, of the consolidated state of affairs in the ‘Auditors Responsibilities for the Audit of the
59 Previous year figures have been regrouped and reclassed wherever required to conform to those of the current of the Group as at March 31, 2022, their consolidated
year. Consolidated Financial Statements’ section of our report,
profit including other comprehensive income, their including in relation to these matters. Accordingly, our
consolidated cash flows and the consolidated statement audit included the performance of procedures designed
As per our report of even date of changes in equity for the year ended on that date. to respond to our assessment of the risks of material
Chartered Accountants FSN E-Commerce Ventures Limited misstatement of the consolidated financial statements.
ICAI Firm Registration No: 109818W Basis for Opinion The results of audit procedures performed by us and
per A.N. Shah Falguni Nayar Milan Khakhar We conducted our audit of the consolidated financial by other auditors of components not audited by us,
Partner Managing Director & CEO Director statements in accordance with the Standards on Auditing including those procedures performed to address the
Membership No: 42649 DIN No. 00003633 DIN No. 00394065 (SAs), as specified under section 143(10) of the matters below, provide the basis for our audit opinion on
Act. the accompanying consolidated financial statements.
As per our report of even date Key audit matters How our audit addressed the key audit matter
For S. R. Batliboi & Associates LLP Arvind Agarwal Rajendra Punde
Chartered Accountants Chief Financial Officer Company Secretary Assessment of carrying value of inventory (as mentioned in Note 13 of the consolidated financial statements)
ICAI Firm Registration No: 101049W/E300004 ACS M.No.A9785
The Group has inventories of ` 8,756.21 million after writing Our audit procedures included the following:
per Vineet Kedia down inventory by ` 311.20 million as at March 31, 2022. These • Obtained an understanding, evaluated the design and tested
Partner the operating effectiveness of controls that the Company has in
Membership No: 212230 inventories are held at stores and warehouses of the Group.
relation to provision for slow moving, close to expiry, expired and
Place: Mumbai Place: Mumbai The Group recognizes inventory obsolescence based on the age damaged inventories.
Date: May 27, 2022 Date: May 27, 2022 of the product (i.e. whether it is close to expiry and expired),
• Performed testing on the company controls over the inventory
slow moving and damaged goods including future expectations of physical verification process. In testing these controls,
disposal of these goods. Significant judgment is required in assessing we inspected the results of the physical verification carried
the appropriate level of slow moving and/or obsolete inventory. out by the Company during the FY 21-22 and confirmed
Accordingly, we considered carrying value of inventory to be a key variances were accounted for and approved by the
audit matter. management.
252
| FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 253
CONSOLIDATED
ARE
Key audit matters How our audit addressed the key audit matter Key audit matters How our audit addressed the key audit matter
• Observed physical inventory counts at major locations to
Recognition of Deferred Tax Assets in the subsidiaries viz., FSN Brands Private Limited (“Brands”) and Nykaa Fashion Private Limited
ascertain the condition of inventory and tested on a sample
of items to assess the cost basis and net realisable value of (“Nykaa Fashion”) (as described in Note 2C(q) and Note 11 of the consolidated financial statements)
inventory
and evaluated the adequacy of provision for close to As per Ind AS 12 – “Income taxes”, Deferred tax assets Our audit procedures included the following:
expiry, expired and damaged inventories as at March 31,
are recognised to the extent that it is probable that taxable profit • Assessed the accounting policy with respect to recognition
2022.
will be available against which the deductible temporary differences of deferred taxes in accordance with Ind AS 12 “Income Taxes”.
• Performed procedures to evaluate the expiry date in the inventory and the carry forward of unused tax credits and unused tax • Assessed and tested the effectiveness of internal controls relating
report to identify slow moving or obsolete inventories.
losses can be utilised. to deferred tax assets.
• Analysed the sales trend to gain an understanding of the forecast
inventory demand, product expiry dates and inventories disposal As at March 31, 2022, Brands and Nykaa Fashion has • Assessed the historical accuracy of management’s assumptions
plans for near expiry items, expired and damaged inventories. recognized deferred tax asset of H 332 million and H 351 million, and estimation process by comparing the actual financials against
respectively. previously forecasted financials for the year ended March
• Verified on sample basis, whether inventories are carried at the
31, 2022 of Brands and Nykaa Fashion.
lower of cost and net realizable value. Significant judgments and estimates are involved in making this • Analysed the performance of Brands and Nykaa Fashion and
Accounting for business combination (as described in Note 2C and Note 46 of the consolidated financial statements) assessment. The estimate of future taxable profits is based on
The Group has acquired 51% shareholding of Dot & Key Wellness the future business plans. The recognition of deferred tax asset is assessed the assumptions used in computation of future profits
Our audit procedures included the following:
Private Limited (‘D&K’) on September 28, 2021, and accounted therefore sensitive to changes in the business plan and hence there including understanding of management’s estimate of business
for this transaction as business combination in accordance with Ind • We have, amongst others, read the Share Purchase Agreement is inherent uncertainty involved in projecting future profits. impact based on current market.
AS 103 referred to in the group accounting policies (refer (SPA), and other related documents to obtain an understanding
of the transactions and the key terms and conditions and evaluated This assessment requires the management to make assumptions • Assessed the disclosures made in the consolidated financial
Note 2C). Further, the promoter shareholders of D&K have put statements as per Ind AS 12- “Income Taxes”.
the accounting treatment in accordance with Ind AS 103. to be used in the forecasts of future taxable profits,
option for acquisition of incremental stake up to 49% by the
Company at a value to be determined as per the terms of including expectations for future revenue and margin
• Assessed and tested the effectiveness of internal controls relating
shareholders’ agreement for consideration not exceeding `1,530 to business acquisition accounting. developments and overall market and economic conditions.
million. The fair value of financial liability in the consolidated • Where the Company used the work of an external specialist, we This area was important to our audit due to the significance
financial statements as at March 31, 2022 is H 1,222.26 million assessed competence, professional qualification, objectivity and of judgment and estimates involved in management’s assessment of
in accordance with Ind AS 109. independence of such specialist. the likelihood and magnitude of forecasting future taxable profits.
The details of the assets and liabilities acquired along with their fair • Obtained and read the report of external specialist to understand
This area was important to our audit due to the significance
the work performed on testing of key assumptions and estimates
values, the resultant goodwill recognized, and the consideration paid of judgment and estimates involved in management’s assessment
and their outcome of testing.
of
for the acquisitions have been disclosed in Note 2C and Note 46 to • Recalculated the model using the management inputs and the likelihood and magnitude of forecasting future taxable profits.
the consolidated financial statements. assumptions for ascertaining mathematical accuracy.
We have determined that there are no other key audit When we read the Annual report other than
We considered the audit of this acquisition to be a key audit matter •
Assessed management assumptions in respect of future sales Directors’ report of Holding Company, if we
matters to communicate in our report.
as this is a significant non routine transaction during the year and growth rate and discount rate used in valuation. We involved conclude that there is a material misstatement
it requires significant management judgement regarding allocation our valuation specialists to assist in evaluating the key
Information Other than the Consolidated Financial therein, we are required to communicate the matter to
assumptions and methodologies used in the valuation.
of the purchase price to the assets and liabilities acquired including
Statements and Auditors’ Report Thereon those charged with governance and determine the
fair valuation and identification of intangible assets in acquisition. •
Assessed the disclosures made in the Consolidated financial The Holding Company’s Board of Directors is responsible actions under the applicable laws and regulations.
statements.
Impairment of Goodwill (as described in Note 2C, Note 7 and Note 46 of the consolidated financial statements) for the other information. The other information comprises Responsibilities of Management for the Consolidated
and are affected by future market and economic the Directors’ report for Holding Company, but does not
The Group acquired certain businesses in the current year and conditions which are inherently uncertain, and because Our audit procedures included the following: include the consolidated financial statements and
earlier years which resulted in significant goodwill as at balance of the materiality of the balances our auditors’ report thereon, which we obtained prior to
• Assessed and tested the effectiveness of internal controls relating to
sheet amounting to ` 474.78 million. In accordance with Ind AS impairment evaluation process. the date of this auditors’ report, and the Annual report
36 ‘Impairment of Assets’, these balances are allocated to Cash other than Directors’ report of the Holding Company,
• Assessed the Group’s methodology applied in determining the (CGUs) to
Generating Units (CGUs) which are tested annually for impairment which goodwill is allocated. In making this assessment, we assessed which is expected to be made available to us after that
using discounted cash-flow models of each CGUs recoverable value competence, professional qualification, objectivity and independence of date.
compared to the carrying value of the assets. A deficit between Company’s external specialists involved in the process.
the recoverable value and the CGUs net assets would result in Our opinion on the consolidated financial statements does
• Assessed the assumptions around the key drivers of the cash flow forecasts
impairment. including expected growth rates.
not cover the other information and we will not express any
The Group’s disclosures are included in Note 2C, Note 7
form of assurance conclusion thereon.
• Involved our valuation specialist to assist in evaluating assumptions of
and Note 46 to the consolidated financial statements, which discount rates and terminal growth rates used in the valuation. In connection with our audit of the consolidated financial
outlines the accounting policy and give method and assumptions • Assessed the recoverable value headroom by performing sensitivity statements, our responsibility is to read the other
used for impairment testing. The inputs to the impairment testing testing of key assumptions used. information identified above when it becomes available
model which have the most significant impact on CGU recoverable • Compared the budgeted and actual performance for the year to and, in doing so, consider whether such other
value include projected revenue growth, budgeted operating margins evaluate the inputs and assumptions used in the cash flow forecasts. information is materially inconsistent with the
and operating cash-flows, pre-tax discount rates and terminal • Tested the arithmetical accuracy of the models. consolidated financial statements or our knowledge
value. obtained in the audit or otherwise appears to be
• Assessed the disclosures made in the Consolidated Financial
The annual impairment testing is considered a significant accounting Statements. materially misstated. If, based on the work we have
judgement and estimate and a key audit matter because performed on the other information that we obtained
the assumptions on which the tests are based are highly judgmental prior to the date of this auditors’ report, we conclude that
there is a material misstatement of this other information, financial position, consolidated financial performance of the companies included in the Group are responsible for
we are required to report that fact. We have nothing to Financial Statements including other comprehensive income, consolidated cash maintenance of adequate accounting records in accordance
report in this regard. The Holding Company’s Board of Directors is flows and consolidated statement of changes in equity of with the provisions of the Act for safeguarding of the assets
responsible for the preparation and presentation the Group in accordance with the accounting principles of the Group and for preventing and detecting frauds and
of these consolidated financial statements in generally accepted in India, including the Indian Accounting other irregularities; selection and application of appropriate
terms of the requirements of the Act that give a Standards (Ind AS) specified under section 133 of the Act accounting policies; making judgments and estimates that
true and fair view of the consolidated read with the Companies (Indian Accounting Standards) are reasonable and prudent; and the design, implementation
Rules, 2015, as amended. The respective Board of Directors and maintenance of adequate internal financial controls,
to the consolidated financial statements as a whole. that were operating effectively for ensuring the accuracy

CONSOLIDATED
ARE
and completeness of the accounting records, relevant management.

• Conclude on the appropriateness of management’s use of in extremely rare circumstances, we determine that a
to the preparation and presentation of the consolidated
the going concern basis of accounting and, based on the matter should not be communicated in our report because
financial statements that give a true and fair view and
audit evidence obtained, whether a material the adverse consequences of doing so would reasonably be
are free from material misstatement, whether due to
uncertainty exists related to events or conditions that expected to outweigh the public interest benefits of
fraud or error, which have been used for the purpose of
may cast significant doubt on the ability of the Group to such communication.
preparation of the consolidated financial statements by
continue as a going concern. If we conclude that a material
the Directors of the Holding Company, as aforesaid.
uncertainty exists, we are required to draw attention in our Other Matter
In preparing the consolidated financial statements, the auditors’ report to the related disclosures in the consolidated We did not audit the financial statements and other financial
respective Board of Directors of the companies included financial statements or, if such disclosures are inadequate, information, in respect of eight subsidiaries whose financial
in the Group are responsible for assessing the ability of to modify our opinion. Our conclusions are based on the statements include total assets of H 8,339.42 million as at
the Group to continue as a going concern, disclosing, as audit evidence obtained up to the date of our auditors’ March 31, 2022, and total revenues of H 9,918.72 million
applicable, matters related to going concern and using the report. However, future events or conditions may cause the
and net cash outflow of H 480.73 million for the year ended
going concern basis of accounting unless management Group to cease to continue as a going concern.
on that date. These financial statement and other financial
either intends to liquidate the Group or to cease operations,
• Evaluate the overall presentation, structure and information have been audited by solely by one of
or has no realistic alternative but to do so.
content of the consolidated financial statements, the joint auditors, which financial statements, other
The respective Board of Directors of the including the disclosures, and whether the financial information and auditor’s reports have been
companies included in the Group are also responsible for consolidated financial statements represent the furnished to us by the management. Our opinion on the
overseeing the financial reporting process of the Group. underlying transactions and events in a manner that consolidated financial statements, in so far as it relates to
achieves fair presentation. the amounts and disclosures included in respect of these
Auditors’ Responsibilities for the Audit of the subsidiaries and our report in terms of sub-sections (3) of
• Obtain sufficient appropriate audit evidence regarding
Consolidated Financial Statements Section 143 of the Act, in so far as it relates to the aforesaid
the financial information of the entities or business
Our objectives are to obtain reasonable assurance subsidiaries is based solely on the report of such other
activities within the Group of which we are the independent
about whether the consolidated financial statements as a auditors.
auditors and whose financial information we have audited,
whole are free from material misstatement, whether due to to express an opinion on the consolidated financial Our opinion above on the consolidated financial
fraud or error, and to issue an auditors’ report that statements. We are responsible for the direction, statements, and our report on Other Legal and Regulatory
includes our opinion. Reasonable assurance is a high level supervision and performance of the audit of the financial Requirements below, is not modified in respect of the
of assurance, but is not a guarantee that an audit conducted statements of such entities included in the consolidated above matters with respect to our reliance on the work
in accordance with SAs will always detect a material financial statements of which we are the independent auditors. done and the reports of the other auditors.
misstatement when it exists. Misstatements can arise from For the other entities included in the consolidated
fraud or error and are considered material if, individually or financial statements, which have been audited by other Report on Other Legal and Regulatory Requirements
in the aggregate, they could reasonably be expected to auditors, such other auditors remain responsible for the 1. As required by the Companies (Auditor’s Report)
influence the economic decisions of users taken on the direction, supervision and performance of the audits Order, 2020 (“the Order”), issued by the Central
basis of these consolidated financial statements. carried out by them. We remain solely responsible for Government of India in terms of sub-section (11)
As part of an audit in accordance with SAs, we exercise our audit opinion. of section 143 of the Act, based on our audit
professional judgment and maintain professional skepticism We communicate with those charged with governance of the and the other financial information of the
throughout the audit. We also: Holding Company and such other entities included in the subsidiary companies, incorporated in India, we
consolidated financial statements of which we are the give in the “Annexure 1” a statement on the matters
• Identify and assess the risks of material misstatement specified in paragraph 3(xxi) of the Order.
of the consolidated financial statements, whether due independent auditors regarding, among other matters, the planned
to fraud or error, design and perform audit procedures scope and timing of the audit and significant audit findings, 2. As required by Section 143(3) of the Act, based on
responsive to those risks, and obtain audit including any significant deficiencies in internal control that we our audit and on the consideration of report of
evidence that is sufficient and appropriate to identify during our audit. the other auditors on separate financial statements
provide a basis for our opinion. The risk of not We also provide those charged with governance with a and the other financial information of
detecting a material misstatement resulting from statement that we have complied with relevant ethical subsidiaries, as noted in the ‘other matter’
fraud is higher than for one resulting from error, as requirements regarding independence, and to communicate with paragraph we report, to the extent applicable,
fraud may involve collusion, forgery, intentional them all relationships and other matters that may that:
omissions, misrepresentations, or the override of reasonably be thought to bear on our independence, and where (a) We/the other auditors whose report we
internal control. applicable, related safeguards. have relied upon have sought and obtained
• Obtain an understanding of internal control relevant From the matters communicated with those charged with all the information and explanations which to
to the audit in order to design audit procedures that governance, we determine those matters that were of most the best of our knowledge and belief were
are appropriate in the circumstances. Under significance in the audit of the consolidated financial statements for necessary for the purposes of our audit of
section 143(3)(i) of the Act, we are also the financial year ended March 31, 2022 and are therefore the the aforesaid consolidated financial
responsible for expressing our opinion on key audit matters. We describe these matters in our auditors’ statements;
whether the Holding Company has adequate report unless law or regulation precludes public disclosure (b) In our opinion, proper books of account as
internal financial controls system with reference to about the matter or when, required by law relating to preparation of
financial statements in place and the operating the aforesaid consolidation of the financial
effectiveness of such controls. statements have been kept so far as it appears
• Evaluate the appropriateness of accounting from our examination of those books and reports
policies used and the reasonableness of accounting of the other auditors;
estimates and related disclosures made by
(c) The Consolidated Balance Sheet, the the statutory auditors who are appointed read with Schedule V to the Act;
Loss including the Statement of
Consolidated Statement of Profit and under Section 139 of the Act, of its
Other Comprehensive Income, the (h) With respect to the other matters to be
subsidiary companies referred to in ‘other
Consolidated Cash Flow Statement included in the Auditor’s Report in accordance
matter’ paragraph, none of the directors of the
and Consolidated Statement of with Rule 11 of the Companies (Audit and
Group’s companies, incorporated in India, is
Changes in Equity dealt with by this Auditors) Rules, 2014, as amended, in our
disqualified as on March 31, 2022 from being
Report are in agreement with the opinion and to the best of our information and
appointed as a director in terms of Section 164
books of account maintained for the according to the explanations given to us and
(2) of the Act;
purpose of preparation of the based on the consideration of the report of the
consolidated financial statements; (f) With respect to the adequacy of the other auditors on separate financial statements
internal financial controls over financial as also the other financial information of the
(d) In our opinion, the aforesaid
reporting with reference to these subsidiaries, as noted in the ‘Other matter’
consolidated financial statements
consolidated financial statements of the paragraph:
comply with the Accounting Standards
Holding Company and its subsidiary
specified under Section 133 of the (i) The consolidated financial statements
companies, incorporated in India, and the
Act, read with Companies (Indian disclose the impact of pending litigations
operating effectiveness of such controls,
Accounting Standards) Rules, 2015, on its consolidated financial position
refer to our separate report in “Annexure 2”
as amended; of the Group in its consolidated
to this report;
financial statements – Refer Note 45
(e) On the basis of the written
(g) In our opinion the managerial (B) to the consolidated financial
representations received from the
remuneration for the year ended March statements;
directors and taken on record by the
31, 2022 has been paid / provided by the
Board of Directors of the Holding (ii) The Group did not have any long-
Holding Company and its subsidiary viz.,
Company and its subsidiaries as on term contracts including derivative
Nykaa E-Retail Private Limited to its directors in
March 31, 2022 and the reports of contracts
accordance with the provisions of section 197

CONSOLIDATED
ARE
for which there were any material

which are companies Annexure 1 referred to in clause 1 of paragraph on the report on ‘Other Legal and Regulatory Requirements’ of our
foreseeable losses;
incorporated in India whose report of even date
(iii) There were no amounts which were required financial statements have been
to be transferred to the Investor audited under the Act have Re: FSN E-Commerce Ventures Limited (the “Holding Company”)
Education and Protection Fund by the represented to us and the other
In terms of the information and explanations sought by us and given by the Holding Company and the books of
Holding Company during the year ended auditors of such subsidiaries
account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we
March 31, 2022. There were no amounts respectively that, to the best of its
which were required to be transferred to
state that:
knowledge and belief, no funds (which
the Investor Education and Protection are material either individually or
Fund by the subsidiaries incorporated in in the aggregate) have been Qualifications or adverse remarks by the respective auditors in the Companies (Auditors Report) Order (CARO)
India during the year ended March 31, received by the respective Holding reports of the companies included in the consolidated financial statements are:
2022. Company or any of such subsidiaries Sr. Holding company/ Clause no. of the CARO
from any person(s) or entity(ies), No.
Name CIN
subsidiary report which is qualified
(iv) (a) The respective managements of
including foreign entities (“Funding
the Holding Company and its 1 FSN E- Commerce Ventures Limited L52600MH2012PLC230136 Holding company (i)(a)(A)
Parties”), with the understanding,
subsidiaries which are companies 2 FSN E- Commerce Ventures Limited L52600MH2012PLC230136 Holding company (ii)(b)
whether recorded in writing or
incorporated in India whose financial
otherwise, that the Holding Company 3 Nykaa E-Retail Private Limited U74999MH2017PTC291558 Subsidiary (i)(a)(A)
statements have been audited
or any of such subsidiaries shall, 4 Nykaa E-Retail Private Limited U74999MH2017PTC291558 Subsidiary (ii)(b)
under the Act have represented to
whether, directly or indirectly, lend
us and the other auditors of such 5 FSN Brands Marketing Private Limited U74120MH2015PTC262096 Subsidiary (i)(a)(A)
or invest in other persons or
subsidiaries respectively that, to the 6 FSN Brands Marketing Private Limited U74120MH2015PTC262096 Subsidiary (i)(b)
entities identified in any manner
best of its knowledge and belief,
whatsoever by or on behalf of the 7 FSN Brands Marketing Private Limited U74120MH2015PTC262096 Subsidiary (ii)(b)
no funds have been advanced or
Funding Party (“Ultimate 8 Nykaa-KK Beauty Private Limited U24290MH2018PTC311880 Subsidiary (i)(a)(A)
loaned or invested (either from
Beneficiaries”) or provide any
borrowed funds or securities premium 9 Nykaa-KK Beauty Private Limited U24290MH2018PTC311880 Subsidiary (ii)(b)
guarantee, security or the like on behalf
or any other sources or kind of funds) 10 Nykaa Fashion Private Limited U18102MH2019PTC320627 Subsidiary (i)(a)(A)
of the Ultimate Beneficiaries; and
by the Holding Company or any Nykaa Fashion Private Limited U18102MH2019PTC320627 Subsidiary (ii)(b)
11
of such subsidiaries to or in any (c) Based on the audit procedures
other person(s) or entity(ies), that has been considered reasonable
including foreign entities and appropriate in the
(“Intermediaries”), with the circumstances performed by us and For S.R. Batliboi & Associates LLP For V. C. Shah & Co.
understanding, whether recorded those performed by the auditors of Chartered Accountants Chartered Accountants
in writing or otherwise, that the the subsidiaries which are ICAI Firm Registration Number: ICAI Firm Registration Number:
Intermediary shall, whether, directly companies incorporated in India 101049W/E300004 109818W
or indirectly lend or invest in other whose financial statements have been
persons or entities identified in per Vineet Kedia per A.N. Shah
audited under the Act, nothing has
any manner whatsoever by or on come to our notice that has caused us Partner Partner
behalf of the respective Holding or the other auditors to believe that
UDIN: 22212230AJTCOV2314 UDIN: 22042649AJTUDB5591
Company or any of such subsidiaries the representations under sub-clause
(“Ultimate Beneficiaries”) or provide (a) and (b) contain any material mis- Place: Mumbai Place: Mumbai
any guarantee, security or the like on statement. Date: May 27, 2022 Date: May 27, 2022
behalf of the Ultimate Beneficiaries;
(v) No dividend has been declared or
(b) The respective managements of the paid during the year / subsequent to
Holding Company and its subsidiaries the year- end by the Holding Company and
subsidiary companies incorporated in
India.
For S.R. Batliboi & Associates LLP For V. C. Shah & Co.
Chartered Accountants Chartered Accountants
ICAI Firm Registration Number: ICAI Firm Registration Number:
101049W/E300004 109818W
per Vineet Kedia per A.N. Shah

Partner Partner
UDIN: 22212230AJTA05925 UDIN: 22042649AJTTOS2704
Date: May 27, 2022 Date: May 27, 2022
CONSOLIDATED
ARE
Annexure 2 to the Independent Auditors’ Report of even date on the consolidated financial statements of FSN
E-Commerce Ventures Limited inadequate because of changes in conditions, or that established by the Holding Company considering
the degree of compliance with the policies or the essential components of internal control stated in
procedures may deteriorate. the Guidance Note issued by the ICAI.
Opinion Other Matters

Report on the Internal Financial Controls under of internal financial controls with reference to In our opinion, the Holding Company and its subsidiary Our report under Section 143(3)(i) of the Act on
Clause (i) of Sub-section 3 of Section 143 of the these consolidated financial statements included companies, which are companies incorporated in India, have, the adequacy and operating effectiveness of the
Companies Act, 2013 (“the Act”) obtaining an understanding of internal financial controls maintained in all material respects, an adequate internal internal financial controls with reference to consolidated
In conjunction with our audit of the consolidated with reference to these consolidated financial financial controls with reference to these consolidated financial statements of the Holding Company, in so far
financial statements of FSN E-Commerce Ventures statements, assessing the risk that a material weakness financial statements and such internal financial controls as it relates to these subsidiaries, which are companies
Limited (hereinafter referred to as the “Holding exists and testing and evaluating the design and with reference to these consolidated financial incorporated in India, is based on the corresponding reports
Company”) as of and for the year ended March 31, operating effectiveness of internal control based on the statements were operating effectively as at March 31, of the auditors of such subsidiaries incorporated in India.
2022, we have audited the internal financial controls assessed risk. The procedures selected depend on the 2022, based on the internal control over financial
with reference to consolidated financial statements of the auditor’s judgement, including the assessment of the risks reporting criteria
Holding Company and its subsidiary companies (the of material misstatement of the financial statements,
Holding Company and its whether due to fraud or error.
subsidiaries together referred to as the “Group”), which are financial controls with reference to these We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports
companies incorporated in India, as of that date. consolidated financial statements and their referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal
operating effectiveness. Our audit financial controls with reference to these consolidated financial statements.
Management’s Responsibility for Internal Financial
Controls Meaning of Internal Financial Controls with Reference to these Consolidated Financial Statements
The respective Board of Directors of the A company’s internal financial control with reference to these consolidated financial statements is a process designed to provide
companies included in the Group, which are companies reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
incorporated in India, are responsible for establishing purposes in accordance with generally accepted accounting principles. A company’s internal financial control with reference to
and maintaining internal financial controls based on the these consolidated financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in
internal control over financial reporting criteria established reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
by the Holding Company considering the essential (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
components of internal control stated in the Guidance accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made
Note on Audit of Internal Financial Controls over only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
Financial Reporting (the “ Guidance Note”) issued by prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on
the Institute of Chartered Accountants of India (the the financial statements.
“ICAI”). These responsibilities include the design,
implementation and maintenance of adequate internal Inherent Limitations of Internal Financial Controls with Reference to these Consolidated Financial Statements
financial controls that were operating effectively for
ensuring the orderly and efficient conduct of its Because of the inherent limitations of internal financial controls with reference to these consolidated financial statements, including
business, including adherence to the respective the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur
company’s policies, the safeguarding of its assets, the and not be detected. Also, projections of any evaluation of the internal financial controls with reference to these consolidated financial
prevention and detection of frauds and errors, the accuracy statements to future periods are subject to the risk that the internal financial control with reference to these consolidated financial
and completeness of the accounting records and the timely statements may become
preparation of reliable financial information, as required
under the Act.
Auditors’ Responsibility
Our responsibility is to express an opinion on the
Holding Company’s internal financial controls with
reference to these consolidated financial statements based
on our audit. We conducted our audit in accordance with
the Guidance Note and the Standards on Auditing as
specified under section 143(10) of the Act, to the
extent applicable to an audit of internal financial
controls, both issued by ICAI. Those Standards and the
Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate
internal financial controls with reference to these
consolidated financial statements was established and
maintained and if such controls operated effectively in
all material respects.
Our audit involves performing procedures to obtain audit
evidence about the adequacy of the internal
For S.R. Batliboi & Associates LLP 101049W/E300004 Membership Number: 212230 Membership Number: 42649
Chartered Accountants UDIN: 22212230AJTCOV2314 UDIN: 22042649AJTUDB5591
ICAI Firm Registration Number: per Vineet Kedia Place: Mumbai Place: Mumbai
Number: Partner Date: May 27, 2022 Date: May 27, 2022

CONSOLIDATED
ARE
CONSOLIDATED BALANCE SHEET CONSOLIDATED STATEMENT OF PROFIT AND LOSS

as at March 31, 2022

As at As at
Particulars Notes March 31, 2022 March 31, 2021 Year ended Year ended
Particulars Notes
Assets March 31, 2022 March 31, 2021
Non-current assets Income
Property, plant and equipment 4 1,244.42 685.78 Revenue from operations 32 37,739.35 24,408.95
Right of use assets 5 2,473.26 1,389.33
Other Income 33 269.72 117.59
Capital work-in-progress 6 97.64 19.68
Goodwill 7 474.78 5.06 Total Income 38,009.07 24,526.54
Intangible assets 7 640.05 231.08 Expenses
Intangible assets under development 8 147.31 3.88 Cost of material consumed 34 843.12 382.41
Financial assets Purchase of traded goods 35 24,078.31 14,956.07
Investments 9 - 13.19 Changes in inventories of finished goods and stock-in-trade 36 (3,621.28) (412.71)
Other financial assets 10 718.79 161.71 Employee benefits expense 37 3,259.39 2,330.23
Deferred tax assets (net) 11 1,152.18 780.35 Finance costs 38 465.11 307.01
Non current tax assets (net) 11 138.70 85.62 Depreciation and amortisation expense 39 964.13 715.89
Other non-current assets 12 102.69 13.53
Other expenses 40 11,547.23 5,586.40
Total non-current assets (A) 7,189.82 3,389.21
Current assets
Profit before tax 37,536.01 23,865.30
Inventories 13 8,756.21 4,980.90 473.06 661.24
Financial assets Tax expense:
Trade receivables 14 945.33 766.35 Current tax 11 446.39 385.56
Cash and cash equivalents 15 658.90 835.82 Deferred tax 11 (386.21) (340.80)
Bank balance other than cash and cash equivalents 16 2,011.53 1,640.87 Total tax expense 60.18 44.76
Other financial assets 17 4,878.78 574.39 Profit after tax 412.88 616.48
Other current assets 18 2,019.78 831.81 Other Comprehensive Income
Total current assets (B) 19,270.53 9,630.14 (i) Items that will not be reclassified to profit or loss
Total Assets (A+B) 26,460.35 13,019.35
Remeasurements of defined benefit liability 32.72 (4.41)
Equity and liabilities
Equity Income tax effect on above (8.25) 1.19
Equity share capital 19 474.11 150.57 Fair valuation of investments measured through OCI (13.19) (24.84)
Other equity 20 12,924.89 4,748.39 Income tax effect on above (6.25) 6.25
Equity attributable to equity holders of the parent 13,399.00 4,898.96 5.03 (21.81)
Non-controlling interest 56.15 8.34 (ii) Items that will be reclassified to profit or loss
Total equity (A) 13,455.15 4,907.30 Exchange differences in translating the financial statements of foreign operations, net 0.53 -
Liabilities 0.53 -
Non-current liabilities:
Other comprehensive income/(loss) for the year, net of tax 5.56 (21.81)
Financial liabilities
Borrowings 21 9.22 16.60
Total Comprehensive Income for the year 418.44 594.67
Lease Liabilities 22 2,043.19 1,073.82 Profit/ (loss) attributable to:
Other financial liabilities 23 1,222.26 - Equity holders of the parent 410.75 615.52
Long-term provisions 24 77.96 73.46 Non-controlling interest 2.13 0.96
Total non-current liabilities (B) 3,352.63 1,163.88 412.88 616.48
Current liabilities: Other comprehensive income/(loss) attributable to:
Financial liabilities Equity holders of the parent 5.57 (21.82)
Borrowings 25 3,321.12 1,858.05 Non-controlling interest (0.01) 0.01
Lease liabilities 26 552.70 378.16 5.56 (21.81)
Trade payables 27
Total comprehensive income attributable to:
-Total outstanding dues of Micro enterprise and small enterprises 560.70 90.75
-Total outstanding dues of creditors other than Micro enterprises and small enterprises 3,059.84 3,071.37
Equity holders of the parent 416.32 593.70
Other financial liabilities 28 1,666.92 850.13 Non-controlling interest 2.12 0.97
Short-term provisions 29 88.66 108.47 418.44 594.67
Contract liabilities 30 160.41 169.14 Earnings per share of face value ` 1/- each
Current tax liabilities (net) 11 21.73 246.93 Basic 41 0.88 1.38
Other current liabilities 31 220.49 175.17 Diluted 41 0.87 1.33
Total current liabilities (C) 9,652.57 6,948.17
Total liabilities (B+C) 13,005.20 8,112.05 The accompanying notes are an integral part of the Financial Statements
Total equity and liabilities (A+B+C) 26,460.35 13,019.35
The accompanying notes are an integral part of the consolidated financial statements. For V. C. Shah & Co. For and on behalf of the Board of Directors
As per our report of even date Chartered Accountants FSN E-Commerce Ventures Limited
For V. C. Shah & Co. For and on behalf of the Board of Directors ICAI Firm Registration No: 109818W
ICAI Firm Registration No: 109818W per A.N. Shah Falguni Nayar Milan Khakhar
per A.N. Shah Falguni Nayar Milan Khakhar Partner Managing Director & CEO Director
Partner Managing Director & CEO Director Membership No: 42649 DIN No. 00003633 DIN No. 00394065
Membership No: 42649 DIN No. 00003633 DIN No. 00394065 As per our report of even date
As per our report of even date For S. R. Batliboi & Associates LLP Arvind Agarwal Rajendra Punde
For S. R. Batliboi & Associates LLP Arvind Agarwal Rajendra Punde Chartered Accountants Chief Financial Officer Company Secretary
Chartered Accountants Chief Financial Officer Company Secretary ICAI Firm Registration No: 101049W/E300004 ACS M.No.A9785
per Vineet Kedia
per Vineet Kedia
Partner Partner
Membership No: 212230 Membership No: 212230
Place: Mumbai Place: Mumbai Place: Mumbai Place: Mumbai
Date: May 27, 2022 Date: May 27, 2022 Date: May 27, 2022 Date: May 27, 2022

CONSOLIDATED
ARE
CONSOLIDATED STATEMENT OF CASH FLOWS CONSOLIDATED STATEMENT OF CASH FLOWS

Year ended Year ended Year ended Year ended
Operating activities Proceeds from Current borrowings (net) 1,463.06 (815.20)
Profit before tax as per Statement of profit & loss 473.06 661.24 Interest expenses on borrowings (262.46) (176.54)
Adjustments to reconcile profit / (loss) before tax to net cash flows: Principal payment of lease liabilities (449.80) (299.50)
Depreciation of property, plant & equipment 835.05 594.47 (202.21) (129.69)
Interest expenses on lease liabilities
Amortisation of intangible assets 129.08 121.42 Net cash flows from / (used in) financing activities (C) 9,270.07 (377.20)
Interest expense and other finance costs 465.11 307.01 Net (decrease)/ increase in cash and cash equivalents (A+B+C) (297.39) (342.84)
Foreign exchange loss 0.64 - Cash and cash equivalents at the beginning of the year 669.11 1,011.87
Share Based expense 143.24 52.60 Net foreign exchange differences - 0.08
Provision for Gratuity expense 35.50 38.02 Cash and cash equivalents at the year end (Refer note 15) 371.72 669.11
Provision for Leave compensated expense 0.65 102.81
Note:
Expected credit loss (23.29) 66.67
Interest income (227.78) (102.92)
1. Non cash transaction relating to investing and financing activities (Refer note 17, 28 and 42)
Loss on sale of plant, property and equipment - 17.75 2. The above Statement of Cash Flow has been prepared under the indirect method as set out in Ind AS 7 on Statement
Gain on closure of ROU - (3.44) of Cash Flows.
Operating profit before working capital changes 1,831.26 1,855.63 The accompanying notes are an integral part of the Financial Statements
Working capital Adjustments:
(Increase) / Decrease in trade receivables (136.97) 152.50
(Increase) in inventories (3,719.01) (473.78) Chartered Accountants
(Increase) in current financial asset (413.29) (342.10) FSN E-Commerce Ventures Limited
(Increase) in non-current financial assets (193.69) (108.66)
(Increase) in other current assets (1,169.20) (175.93) Partner Managing Director & CEO Director
(Increase) in other non-current assets (35.00) - Membership No: 42649 DIN No. 00003633 DIN No. 00394065
Increase in trade payables 412.38 19.71
(Decrease) / Increase in short-term provisions (20.18) 107.80 For S. R. Batliboi & Associates LLP Arvind Agarwal Rajendra Punde
Increase in current financial liabilities 620.56 460.86 Chartered Accountants Chief Financial Officer Company Secretary
Increase in other current liabilities 4.07 91.85 ICAI Firm Registration No: 101049W/E300004 ACS M.No.A9785
Increase / (decrease) in long-term provisions 1.07 (124.38) per Vineet Kedia
Cash (used in)/ from operations (2,818.00) 1,463.50 Partner
Payment of taxes (net) (721.57) (131.71) Membership No: 212230
Net cash flow (used in)/ from operating activities (A) (3,539.57) 1,331.79 Place: Mumbai Place: Mumbai
Cash flows from Investing activities Date: May 27, 2022 Date: May 27, 2022
Purchase of property, plant and equipment and other intangible assets (939.73) (420.70)
Sale of investments in mutual funds 5.47 -
Investment in subsidiary (net off cash and cash equivalent from subsidiary) (510.84) -
Investment in fixed deposits (4,745.51) (896.60)
Payable towards purchase of business in slump sale (2.85) (16.15)
Interest received 165.57 36.02
Net cash flows (used in) investing activities (B) (6,027.89) (1,297.43)
Financing activities
Proceeds from issue of equity shares / shares pending allotment 8,727.28 1,028.62
Proceeds from issue of preference shares 1.58 -
Repayment of Non-Current borrowings (net) (7.38) 15.11
A. Equity share capital:
CONSOLIDATED
EQUITY
CONSOLIDATED STATEMENT OF CHANGES IN
266 |
Equity shares issued, subscribed and fully paid

FSN E-COMMERCE VENTURES LIMITED
As at April 01, 2020(1) 14,549,077 145.49

As at March 31, 2021(1) 15,057,237 150.57
Conversion of Optionally Convertible Redeemable Preference Shares ('OCRPS')(1) 450,528 4.51
(2)
Split of shares 140,111,055 -
Issue of bonus shares(3) 311,357,900 311.36
Issue of equity shares of face value of ` 1 each 7,068,026 7.07
As at March 31, 2022(4) 474,104,876 474.11
(1)
Equity shares of face value of ` 10 each
(2)
Equity shares of face value of ` 10 each of the Company were sub-divided into equity shares of face value of ` 1 each pursuant to approval of the shareholders at Extra Ordinary General Meeting held on July
16, 2021.
(3)
The Company has issued 311,357,900 bonus shared during the year vide shareholder’s approval dated July 16, 2021 in the ratio of 2 bonus shares for every 1 share held.
(4)
Equity shares of face value of ` 1 each.
B. Other equity
Equity attributable to equity holders of the
parent
Instruments Foreign Non
Reserves & Surplus
Share
Particulars classified as application Surplus/ Employee share Currency Other Total other -controlling Total
Equity money pending
(Deficit) in Securities Capital options scheme Other reserves Translation Comprehensive equity interest
allotment statement of premium reserve reserve Income (OCI)
Reserve
profit and
loss
As at April 01, 2020 2.06 0.24 (1,609.08) 4,572.26 - 109.83 - - 3.24 3,078.55 7.37 3,085.92
Net Profit for the year - - 615.52 - - - - - - 615.52 0.96 616.48
Other comprehensive income - - - - - - - - (21.81) (21.81) 0.01 (21.80)
Total comprehensive income - - 615.52 - - - - - (21.81) 593.71 0.97 594.68
Issue during the year 1.21 - - - - - - - - 1.21 - 1.21
Securities premium on issue of shares - - - 1,035.68 - - - - - 1,035.68 - 1,035.68
Shares allotted during the year - (0.24) - 71.76 - (71.76) - - - (0.24) - (0.24)
Addition during the year - - - - - 52.61 - - - 52.61 - 52.61
ESOP lapse - - 1.31 - - (1.31) - - - - - -
Share issue expense - - - (13.12) - - - - - (13.12) - (13.12)
As at March 31, 2021 3.27 - (992.25) 5,666.58 - 89.37 - - (18.57) 4,748.39 8.34 4,756.73

EQUITY
CONSOLIDATED STATEMENT OF CHANGES IN
WE ARE
WHO
Equity attributable to equity holders of the
parent
Instruments Foreign Non
Reserves & Surplus
Share
Particulars classified as application Surplus/ Employee share Currency Other Total other -controlling Total
Equity money pending
(Deficit) in Securities Capital options scheme Other reserves Translation Comprehensive equity interest
allotment statement of premium reserve reserve Income (OCI)
Reserve
profit and
loss
Net Profit for the year - - 410.75 - - - - - - 410.75 2.13 412.88 WE DID
Other comprehensive income - - - - - - - 0.53 5.04 5.57 (0.01) 5.56 WHAT
Total comprehensive income - - 410.75 - - - - 0.53 5.04 416.32 2.12 418.44
Securities premium utilised on issue
- - - (311.36) - - - - - (311.36) - (311.36)
of bonus shares
Securities premium on issue of shares - - - 8,975.26 - - - - - 8,975.26 - 8,975.26
Addition during the year 1.50 8,983.60 - - - 143.10 - - - 9,128.20 - 9,128.20
CREATE VALUE
HOW DO WE
Shares allotted during the year - (8,982.95) - 76.52 - (76.52) - - - (8,982.95) - (8,982.95)
Financial liability for acquisition
- - - - - (1,222.26) - (1,222.26) 479.70 (742.56)
through Put Option
Adjustment for NCI's carrying value
- - - - - - 434.01 - - 434.01 (434.01) -
for Put Option
Forefeiture of OCRPS (4.77) - - (0.10) 0.36 - - - - (4.51) - (4.51)
Share issue expense - - - (256.22) - - - - - (256.22) - (256.22)
As at March 31, 2022 - 0.65 (581.50) 14,150.68 0.36 155.95 (788.25) 0.53 (13.53) 12,924.89 56.15 12,981.04
NYKAA
WHY

REPORTS
STATUTORY
Partner Managing Director & CEO Director

Membership No: 42649 DIN No. 00003633 DIN No. 00394065
For S. R. Batliboi & Associates LLP Arvind Agarwal Rajendra Punde
Chartered Accountant Chief Financial Officer Company Secretary
7
26
per Vineet Kedia

Partner
Membership No: 212230
STATEMENTS
FINANCIAL

Date: May 27, 2022 Date: May 27, 2022
CONSOLIDATED
ARE
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
1. Corporate Information basis, except for certain assets and liabilities that are Assets, liabilities, income and expenses of a subsidiary
from
The consolidated financial statements comprise measured at fair values at the end of each acquired or disposed of during the period/year are
financial statements of FSN E-Commerce Ventures reporting period, as explained in the accounting included in the consolidated financial statements from
Limited (formerly known as FSN E-Commerce policies below. Historical cost is generally based on the date the Group gains control until the date
Ventures Private Limited, the ‘Company’ or ‘Parent’ or the fair value of the consideration given in the Group ceases to control the subsidiary.
‘Holding Company’) and its subsidiaries (collectively, exchange for goods and services.
the ‘Group’) for the year ended March 31, Consolidated financial statements are prepared using
uniform accounting policies for like transactions
2022. The Company is a public company 2B. Basis of Consolidation
incorporated and domiciled in India. The and other events in similar circumstances. If a
The consolidated financial statements comprise member of the Group uses accounting policies
registered office of the Company is located at 104, the financial statements of the Company and
Vasan Udyog Bhavan. Sun Mill compound, Tulsi other than those adopted in the consolidated
its subsidiaries as at March 31, 2022. Control is financial statements for like transactions and events
Pipe Road, Lower Parel, Mumbai - 400013. achieved when the Group is exposed, or has rights, to in similar circumstances, appropriate adjustments
The Company has converted from a Private Limited variable returns from its involvement with the investee are made to that Group member’s financial
Company to a Public Limited Company, pursuant to a and has the ability to affect those returns through its statements in preparing the consolidated
special resolution passed in the extraordinary general power over the investee. Specifically, the Group financial statements to ensure conformity with
meeting of the shareholders of the Company held controls an investee if and only if the Group has: the Group’s accounting policies.
on July 16, 2021 and consequently the name of the • Power over the investee (i.e. existing rights
Company has changed to FSN E-Commerce Ventures The financial statements of all entities used for the
that give it the current ability to direct the purpose of consolidation are drawn up to
Limited vide fresh certificate of incorporation relevant activities of the investee)
issued by ROC on July 28, 2021. The same reporting date as that of the parent
Company has completed its Initial Public Offer • Exposure, or rights, to variable returns from its company, i.e., twelve months ended March 31,
(IPO) during the year and accordingly the involvement with the investee, and 2022. When the end of the reporting period of the
Company is listed on National Stock Exchange parent is different from that of a subsidiary, the
• The ability to use its power over the investee subsidiary prepares, for consolidation purposes,
(NSE) and Bombay Stock Exchange (BSE) on to affect its returns
November 10, 2021. additional financial information as of the same
Generally, there is a presumption that a date as the financial statements of the parent
The Group is engaged in the business of manufacturing, majority of voting rights result in control. To to enable the parent to consolidate the financial
selling & distribution of beauty, wellness, support this presumption and when the Group information of the subsidiary, unless it is
fitness, personal care, health care, skin care, has less than a majority of the voting or similar impracticable to do so.
hair care products, fashion garments, fashion rights of an investee, the Group considers all
accessories and equipments on the online portals or relevant facts and circumstances in assessing Consolidation procedure:
websites such as e-commerce, m-commerce, whether it has power over an investee, including: a) Like items of assets, liabilities, equity, income,
internet, intranet as well as through physical stores, expenses and cash flows of the parent
stalls, general trade and modern trade etc. • The contractual arrangement with the other vote
are combined with those of its subsidiaries.
holders of the investee
The Board of Directors approved the consolidated For this purpose, income and expenses of the
financial statements for the year ended March • Rightsarisingfromothercontractualarrangements subsidiary are based on the amounts of the
31, 2022 and authorised for issue on May 27, assets and liabilities recognised in the
• The Group’s voting rights and potential
2022. consolidated financial statements at the
voting rights
acquisition date.
2A. Basis of preparation • The size of the Group’s holding of voting rights
b) Offset (eliminate) the carrying amount of
relative to the size and dispersion of the holdings
i) Statement of compliance: the parent’s investment in each subsidiary and
of the other voting rights holders.
the parent’s portion of equity of each
These consolidated financial statements have been • Any additional facts and circumstances subsidiary. Business combinations policy
prepared in accordance with Indian that indicate that the Group has, or does explains how to account for any related
Accounting Standards (referred to as “Ind AS”), as not have, the current ability to direct the goodwill.
prescribed under Section 133 of the relevant activities at the time that decisions
Companies Act, 2013 (the “Act”) read with Rule 3 c) Eliminate in full intragroup assets and liabilities,
need to be made, including voting patterns
of the Companies (Indian Accounting Standards) equity, income, expenses and cash flows relating
at previous shareholders’ meetings.
Rules, 2015 (as amended from time to time) and to transactions between entities of the Group
presentation requirements of Division II of The Group re-assesses whether or not it controls (profits or losses resulting from intragroup
Schedule III to the Companies Act, 2013, (Ind AS an investee if facts and circumstances indicate that transactions that are recognised in assets, such as
compliant Schedule III, as amended). there are changes to one or more of the three inventory and fixed assets, are eliminated in full).
elements of control. Consolidation of a subsidiary Intragroup losses may indicate an impairment
ii) Historical cost convention: begins when the Group obtains control over the that requires recognition in the consolidated
The consolidated financial statements have been subsidiary and ceases when the Group loses control financial statements. Ind AS 12 “Income Taxes”
prepared on a historical cost convention on accrual of the subsidiary. applies to temporary differences that arise
the elimination of profits and between members of the Group are translation differences recognised in OCI to profit or loss or
losses resulting from intragroup eliminated in full on consolidation. recorded in equity transferred directly to retained earnings, if
transactions. required by other Ind ASs as would be
A change in the ownership interest of a • Recognises the fair value of
required if the Group had directly disposed of
Profit or loss and each component of subsidiary, without a loss of control, is the consideration received
the related assets or liabilities
other comprehensive income (OCI) are accounted for as an equity transaction.
• Recognises the fair value of
attributed to the equity holders of the If the Group loses control over a
any investment retained 2C. Summary of significant accounting policies:
parent of the Group and to the non- subsidiary, it:
controlling interests, even if this results in • Recognises any surplus or deficit in profit or a) Business combinations and goodwill
• Derecognises the assets (including
the non-controlling interests having a loss
goodwill) and liabilities of the Business combinations are accounted for using
deficit balance. When necessary,
subsidiary at their carrying amounts • Recognise that distribution of the acquisition method. The cost of an acquisition
adjustments are made to the financial
at the date when control is lost shares of subsidiary to Group in is measured as the aggregate of the consideration
statements of subsidiaries to bring their
Group’s capacity as owners transferred measured at acquisition date
accounting policies into line with the Group’s • Derecognises the carrying amount of
fair value and the amount of any non-
accounting policies. All intragroup assets any non- controlling interests • Reclassifies the parent’s share of
controlling interests in the acquiree.
and liabilities, equity, income, expenses components previously
• Derecognises the cumulative Acquisition-related
and cash flows relating to transactions

CONSOLIDATED
ARE
NOTES
NOTES
costs are recognised as incurred and included in acquired

over the aggregate consideration transferred, Deferred tax assets and liabilities are classified as non-
other expenses.
then the gain is recognised in profit or loss. current assets and liabilities.
The Group determines that it has acquired
After initial recognition, goodwill is measured at The operating cycle is the time between the
a business when the acquired set of
cost less any accumulated impairment losses. For acquisition of assets for processing and their
activities and assets include an input and a
the purpose of impairment testing, goodwill realisation in cash and cash equivalents. The Group
substantive process that together
acquired in a business combination is, from the has identified period of twelve months as its operating
significantly contribute to the ability to
acquisition date, allocated to each of the Group’s cycle.
create outputs. The acquired process is
cash-generating units that are expected to
considered substantive if it is critical to the
benefit from the combination, irrespective of c) Property Plant & Equipment
ability to continue producing outputs, and
whether other assets or liabilities of the acquiree Property, Plant & Equipment are stated at cost, net of
the inputs acquired include an organised
are assigned to those units. accumulated depreciation and accumulated impairment
workforce with the necessary skills, knowledge,
or experience to perform that process or it Where goodwill has been allocated to a cash- losses, if any. The cost comprises purchase price,
significantly contributes to the ability to generating unit (CGU) and part of the operation borrowing costs if capitalisation criteria are met and
continue producing outputs and is considered within that unit is disposed of, the goodwill directly attributable cost of bringing the asset to its
unique or scarce or cannot be replaced without associated with the disposed operation is included in working condition for the intended use. Any trade
significant cost, effort, or delay in the ability the carrying amount of the operation when discounts and rebates are deducted in arriving at the
to continue producing outputs. determining the gain or loss on disposal. Goodwill purchase price.
disposed in these circumstances is measured Subsequent expenditure related to an item of
When the Group acquires a business, it assesses
based on the relative values of the disposed Property, Plant & Equipment is included in asset’s
the financial assets and liabilities assumed for
operation and the portion of the cash-generating carrying amount or recognised as a separate asset,
appropriate classification and designation in
unit retained. as appropriate only when it is probable that future
accordance with the contractual terms, economic
circumstances and pertinent conditions as at the economic benefits associated with the item will flow
b) Current versus non-current classification to the Group and cost of the item can be measured
acquisition date. This includes the separation
of embedded derivatives in host contracts by The Group presents assets and liabilities in the reliably. All other repairs and maintenance are charged
the acquiree. balance sheet based on current/ non-current to the statement of profit and loss for the period during
classification. An asset is treated as current when it which they are incurred. The present value of the
Any contingent consideration to be transferred is: expected cost for the decommissioning of an asset after
by the acquirer will be recognised at fair value at its use is included in the cost of the respective asset if
the acquisition date. Contingent consideration • Expected to be realised or intended to be
the recognition criteria for a provision are met.
classified as equity is not remeasured and its sold or consumed in normal operating cycle
subsequent settlement is accounted for within Cost incurred on Property, plant and equipment not
• Held primarily for the purpose of trading
equity. Contingent consideration classified as ready for their intended use is disclosed as
an asset or liability that is a financial • Expected to be settled within twelve months Capital Work-in-Progress and is stated at cost,
instrument and within the scope of Ind AS after the reporting period or net of accumulated impairment loss, if any.
109 “Financial Instruments”, is measured at Advances paid towards the acquisition of property,
• Cash or cash equivalents unless restricted
fair value with the changes in fair value plant and equipment outstanding at each balance
from being exchanged or used to settle a
recognised in the statement of profit or loss in sheet date are classified as capital advances under
liability for at least twelve months after the
accordance with Ind AS 109. Other contingent other non-current assets.
reporting period.
consideration that is not within the scope of Ind An item of property, plant and equipment and
AS 109 is measured at fair value at each All other assets are classified as non-current. A
any significant part initially recognised is
reporting date with changes in fair value liability is current when: derecognised upon disposal or when no future
recognised in profit or loss. economic benefits are expected from its use or
• It is expected to be settled in normal
Goodwill is initially measured at cost, being disposal. Gains or losses arising from derecognition of
operating cycle or due to be settled within
the excess of the aggregate of the Property, Plant & Equipment are measured as the
twelve months after the reporting period
consideration transferred over the net difference between the net disposal proceeds and the
identifiable assets acquired and liabilities • It is held primarily for the purpose of trading carrying amount of the asset and are recognised in the
assumed. If the fair value of the net assets statement of profit and loss when the asset is
• There is no unconditional right to defer the derecognised.
acquired is in excess of the aggregate settlement of the liability for at least twelve
consideration transferred, the Group re- months after the reporting period
assesses whether it has correctly identified all Depreciation on Property, Plant & Equipment:
of the assets acquired and all of the liabilities The Group classifies all other liabilities as non- Depreciation is provided using the Straight Line
assumed and reviews the procedures used to current. Method based on useful lives of the assets
measure the amounts to be recognised at the
acquisition date. If the reassessment still results
in an excess of the fair value of net assets
prescribed in Schedule II to the Vehicles 8 either finite or indefinite. the intangible asset may be impaired. The
Companies Act, 2013. Plant and Machinery 8 amortisation period and the amortisation
Following, initial recognition, intangible
method for an intangible asset with a finite
Leasehold improvements are The assets’ residual values, useful assets with finite lives are carried at cost
useful life are reviewed at least at the end of each
amortised on a straight line basis lives and methods of depreciation are less accumulated amortisation and
reporting period. Changes in the expected useful
over the period of primary lease or reviewed at each reporting period and accumulated impairment losses, if
life or the expected pattern of
the extended lease period, as adjusted prospectively for any change any. Internally generated intangible
consumption of future economic benefits
applicable. in estimate, if appropriate. Changes in assets, excluding capitalised development
embodied in the asset are considered to
expected useful lives are treated as costs, are not capitalised and
Estimated useful lives of the assets are as modify the amortisation period or method, as
change in accounting estimates. expenditure is reflected in the statement
follows: appropriate, and are treated as changes in
of profit and loss in the period/ year in
Property Plant & Equipment Useful lives (in years)
d) Intangible assets which the expenditure is incurred. accounting estimates. The amortisation expense
Computers and Hardwares 3 Intangible assets with finite lives are on intangible assets with finite lives is
Intangible assets acquired
amortised over the useful economic life recognised in the statement of profit and loss
Furniture & Fixtures 10 separately are measured on initial
and assessed for impairment unless such expenditure forms part of carrying
Office Equipments 5 recognition at cost. The useful lives
whenever there is an indication that value of another asset.
of intangible assets are assessed as

CONSOLIDATED
ARE
NOTES
NOTES
Intangible assets with indefinite useful lives impairment losses. Amortisation of the asset
complete, and the asset is available for use. It is loss was recognised. The reversal is limited so that the
are not amortised, but are tested for begins when development is
amortised over the period of expected future carrying amount of the asset does not exceed its
impairment annually, either individually or
benefit. Amortisation expense is recognised in recoverable amount, nor exceed the carrying amount
at the cash- generating unit level. The
the statement of profit and loss unless such that would have been determined, net of
assessment of indefinite life is reviewed annually
expenditure forms part of carrying value of depreciation, had no impairment loss been
to determine whether the indefinite life
another asset. During the period of development, recognised for the asset in prior years. Such
continues to be supportable. If not, the
the asset is tested for impairment annually. reversal is recognised in the statement of profit or
change in useful life from indefinite to finite
loss unless the asset is carried at a revalued
is made on a prospective basis.
e) Impairment of non-financial assets amount, in which case, the reversal is treated as a
An intangible asset is derecognised upon disposal The carrying amounts of assets are reviewed at revaluation increase.
(i.e., at the date the recipient obtains control) each balance sheet date. If there is any indication of
or when no future economic benefits are impairment based on internal / external f) Inventory
expected from its use or disposal. Any gain or factors, an impairment loss is recognised, i.e. Inventories are valued at the lower of cost and net
loss arising upon derecognition of the asset wherever the carrying amount of an asset realisable value.
(calculated as the difference between the net exceeds its recoverable amount. The recoverable
disposal proceeds and the carrying amount of the Costs incurred in bringing each product to its
amount is the greater of the assets net selling
asset) is included in the statement of profit or present location and condition are accounted for as
price and value in use. Recoverable amount is
loss. follows:
determined for an individual asset, unless the
asset does not generate cash inflows that are - Raw materials: Cost includes cost of
Amortisation of intangible assets: largely independent of those from other assets or purchase and other costs incurred in
Intangible assets are amortised on straight line groups of assets. When the carrying amount of an bringing the inventories to their present
basis as per the following useful lives: asset or CGU exceeds its recoverable amount, the location and condition. Cost is determined on
asset is considered impaired and is written down first in, first out basis.
Intangible asset Useful lives (in years)
to its recoverable amount.
- Finished goods and work in progress:
Trade Mark 5 - 15
In assessing value in use, the estimated future Cost includes cost of direct materials and
Business application 3 cash flows are discounted to their present labour and a proportion of manufacturing
development (Internally value using a pre-tax discount rate that reflects overheads based on the normal operating
generated) current market assessments of the time value of capacity but excluding borrowing costs.
Website 3 money and the risks specific to the asset. Cost is determined on first in, first out basis.
Software 3 After impairment, depreciation is provided on the
- Traded goods: Cost includes cost of purchase and
revised carrying amount of the asset over its
other costs incurred in bringing the
remaining useful life.
Research and development costs inventories to their present location and
Research costs are expensed as The Group bases its impairment calculation on condition. Cost is determined on first in,
incurred. Development expenditures on an most recent budgets and forecast calculations, first out basis.
individual project are recognised as an which are prepared for the Group’s CGUs to
Net realisable value is the estimated selling price in
intangible asset when the Group can which the individual assets are allocated. These
the ordinary course of business, less estimated costs
demonstrate: budgets and forecast calculations generally cover a
of completion necessary to make the sale.
period of five years. A long-term growth rate is
- The technical feasibility of completing the calculated and applied to project future cash An inventory provision is recognised for cases
intangible asset so that the asset will flows after the fifth year. where the net realisable value is estimated to be
be available for use or sale lower than the inventory carrying value. The
- Its intention to complete and its ability and Impairment losses are recognised in the net realisable value is estimated taking into account
intention to use or sell the asset statement of profit and loss. various factors, including obsolescence of material
For assets excluding goodwill, an assessment is due to design change, unserviceable items i.e.
- How the asset will generate future made at each reporting date to determine items which cannot be used due to
economic benefits whether there is an indication that previously deterioration in quality or due to shelf life or
- The availability of resources to complete recognised impairment losses no longer exist or damaged in storage and ageing of material i.e.
the asset have decreased. If such indication exists, the slow moving/non-moving prevailing sales prices of
Group estimates the asset’s or CGU’s recoverable inventory.
- The ability to measure reliably the amount. A previously recognised impairment loss
expenditure during development is reversed only if there has been a change in the g) Leases
Following initial recognition of the assumptions used to determine the asset’s The Group assesses at contract inception
development expenditure as an asset, the recoverable amount since the last impairment whether a contract is, or contains, a lease. That
asset is carried at cost less any
accumulated amortisation and accumulated
is, if the contract conveys the right to The Group recognises right-of-use incentives received. The right-of-use assets are also
control the use of an identified asset assets at the commencement date subject to impairment. Refer to the
Right-of-use assets are depreciated
for a period of time in exchange for of the lease (i.e., the date the accounting policies in section (e)
on a straight-line basis over the
consideration. underlying asset is available for Impairment of non- financial assets.
shorter of the lease term and the
use). Right-of-use assets are
estimated useful lives of the assets,
Group as a lessee: measured at cost, less any ii. Lease liabilities:
as follows:
The Group applies a single accumulated depreciation and At the commencement date of the
recognition and measurement impairment losses, and adjusted for - Right of use for lease, the Group recognises lease
approach for all leases, except for any remeasurement of lease warehouse/offices/ stores 3 liabilities measured at the present
short-term leases and leases of low- liabilities. to 9 years value of lease payments to be made
value assets. The Group recognises The cost of right-of-use assets If ownership of the leased asset over the lease term. The lease payments
lease liabilities to make lease payments includes the amount of lease transfers to the Group at the end of include fixed payments (including in-
and right-of-use assets representing liabilities recognised, initial direct the lease term or the cost reflects the substance fixed payments) less any lease
the right to use the underlying assets. costs incurred, and lease exercise of a purchase option, incentives receivable, variable lease
payments made at or before the depreciation is calculated using the payments that depend on an index or a
i. Right-of-use assets commencement date less any lease estimated useful life of the asset. rate, and amounts expected to be paid
under residual value guarantees. The lease

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payments also include the exercise price of Initial recognition and measurement: at amortised cost, fair value through other (FVTOCI) with recycling of cumulative gains and
a purchase option reasonably certain to be All Financial assets and liabilities are comprehensive income (OCI), and fair losses (debt instruments)
exercised by the Group and payments of classified, at initial recognition, as value through profit or loss.
penalties for terminating the lease, if the subsequently measured • Financial assets designated at fair value
lease term reflects the Group exercising through OCI with no recycling of cumulative
Financial Assets
the option to terminate. Variable gains and losses upon derecognition (equity
lease payments that do not depend on The classification of financial assets at instruments)
an index or a rate are recognised as initial recognition depends on the financial
asset’s contractual cash flow characteristics • Financial assets at fair value though profit or loss
expenses (unless they are incurred to
produce inventories) in the period in which and the Group’s business model for managing
them. With the exception of trade receivables Financial assets at amortised cost (debt instruments)
the event or condition that triggers the
payment occurs. that do not contain a significant financing A ‘financial asset’ is measured at the amortised cost if both
component or for which the Group has applied the following conditions are met:
In calculating the present value of the practical expedient, the Group initially
lease payments, the Group uses its a) The asset is held within a business model whose
measures a financial asset at its fair value plus,
incremental borrowing rate at the lease objective is to hold assets for collecting contractual
in the case of a financial asset not at fair value
commencement date because the interest cash flows, and
through profit or loss, transaction costs. Trade
rate implicit in the lease is not readily receivables that do not contain a significant b) Contractual terms of the asset give rise on specified
determinable. After the commencement financing component or for which the Group dates to cash flows that are solely payments of principal
date, the amount of lease liabilities is has applied the practical expedient are and interest (SPPI) on the principal amount
increased to reflect the accretion of measured at the transaction price as outstanding.
interest and reduced for the lease disclosed in section (i(I)) Revenue from
payments made. In addition, the carrying Financial assets at amortised cost are subsequently
contracts with customers.
amount of lease liabilities is remeasured measured using the effective interest (EIR) method
if there is a modification, a change in In order for a financial asset to be classified and and are subject to impairment. Gains and losses are
the lease term, a change in the lease measured at amortised cost or fair value through recognised in profit or loss when the asset is derecognised,
payments (e.g., changes to future OCI, it needs to give rise to cash flows modified, or impaired.
payments resulting from a change in an that are ‘solely payments of principal and
The Group’s financial assets at amortised cost includes
index or rate used to determine such lease interest (SPPI)’ on the principal amount
trade and other receivables and loans to employees.
payments) or a change in the assessment of outstanding. This assessment is referred to
an option to purchase the underlying as the SPPI test and is performed at an
Financial assets at fair value through other comprehensive
asset. instrument level. Financial assets with cash
income (FVTOCI) (debt instruments)
flows that are not SPPI are classified and
iii. Short term leases and leases of low measured at fair value through profit or loss, A ‘financial asset’ is classified as at the FVTOCI if both of the
value assets: irrespective of the business model. following criteria are met:
The Group applies the short-term a) The objective of the business model is achieved
Financial Liabilities both by collecting contractual cash flows and selling the
lease recognition exemption to its
short-term leases of property (i.e., those Financial liabilities are classified, at initial financial assets, and
leases that have a lease term of 12 recognition, as financial liabilities at fair value
b) The asset’s contractual cash flows represent
months or less from the commencement through profit or loss, loans and borrowings,
SPPI.
date and do not contain a purchase payables, or as derivatives designated as hedging
option). It also applies the lease of low- instruments in an effective hedge, as appropriate. Debt instruments included within the FVTOCI category are
value assets recognition exemption to measured initially as well as at each reporting date at fair value.
All financial liabilities are recognised initially at
leases where the underlying asset is For debt instruments, at fair value through OCI, interest
fair value and, in the case of loans and borrowings,
considered to be low value. income, foreign exchange revaluation and impairment
net of directly attributable transaction costs.
losses or reversals are recognised in the profit or loss and
Lease payments on short-term leases computed in the same manner as for financial assets measured
and leases of low-value assets are Subsequent measurement:
at amortised cost. The remaining fair value changes are
recognised as expense on a straight-line recognised in OCI. Upon derecognition, the cumulative fair
basis over the lease term.
i. Financial assets
For purposes of subsequent measurement,
h) Financial Instruments financial assets are classified in
four categories:
A financial instrument is any contract that
gives rise to a financial asset of one entity and a • Financial assets at amortised cost
financial liability or equity instrument of (debt instruments)
another entity.
• Financial assets at fair value through
other comprehensive income
value changes recognised in OCI is and losses on these financial Financial assets at fair value through Profit or Loss
reclassified from the equity to profit assets are never recycled to through profit or loss (FVTPL) Financial liabilities at fair value through profit
or loss. profit or loss. Dividends are Financial assets are measured at fair or loss include financial liabilities held for
recognised as other income in the value through profit or loss unless trading and financial liabilities designated upon
Financial Assets designated at fair statement of profit and loss when it measured at amortised cost or initial recognition as at fair value through profit
value through OCI (equity the right of payment has been fair value through other or loss.
instruments) established, except when the comprehensive income on initial
Group benefits from such proceeds Financial liabilities designated upon initial
Upon initial recognition, the Group recognition. The transaction cost
as a recovery of part of the cost of recognition at fair value through profit or
can elect to classify irrevocably its directly attributable to the
the financial asset, in which case, loss are designated as such at the initial
equity investments as equity acquisition of financial assets
such gains are recorded in date of recognition, and only if the criteria
instruments designated at fair value and liabilities at fair value through
OCI. Equity instruments in Ind AS 109 are satisfied. For liabilities
through OCI when they meet the profit or loss are immediately
designated at fair value designated as FVTPL, fair value gains/
definition of equity under Ind AS 32 recognised in the statement of
through OCI are not subject to losses attributable to changes in own credit
Financial Instruments: Presentation profit and loss.
impairment assessment. The risk are recognised in OCI. These gains/
and are not held for trading. The
Group elected to classify losses are not subsequently transferred to
classification is determined on an ii. Financial liabilities
irrevocably its non- listed equity P&L. However, the Group may transfer the
instrument- by-instrument basis. Gains
investments under this category. Financial liabilities at fair value cumulative gain or loss within equity.

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All other changes in fair value of such liability are advances etc.
• The rights to receive cash flows from the The Group assesses on a forward looking basis the
recognised in the statement of profit or loss.
asset have expired, or expected credit losses associated with its assets
carried at amortised cost and FVOCI debt
Financial liabilities at amortised cost (loans • The Group has transferred its rights
instruments. The impairment methodology applied
and borrowings) to receive cash flows from the asset or
depends on whether there has been a significant
Financial liabilities are measured at amortised has assumed an obligation to pay the
increase in credit risk.
cost at the end of subsequent accounting received cash flows in full without
periods. The carrying amounts of financial material delay to a third party under a Trade receivables are written off when there is no
liabilities that are subsequently measured at ‘pass-through’ arrangement and reasonable expectation of recovery
amortised cost are determined based on either (a) the Group has transferred
the effective interest method. substantially all the risks and rewards of Offsetting of financial instruments
the asset, or (b) the Group has neither Financial assets and financial liabilities are offset and
The effective interest method is a method transferred nor retained substantially the net amount is reported in the balance sheet if
of calculating the amortised cost of a all the risks and rewards of the asset, there is a currently enforceable legal right to offset the
financial liability and of allocating interest but has transferred control of the recognised amounts and there is an intention to
expense over the relevant period. The asset settle on a net basis, to realise the assets and
effective interest rate is the rate that exactly
On derecognition of a financial asset, the settle the liabilities simultaneously.
discounts estimated future cash payments
(including all fees and points paid or received difference between the asset’s carrying amount
and the sum of the consideration received and i) Revenue recognition:
that form an integral part of the effective interest
rate, transaction costs and other premiums or receivable and the cumulative gain or loss that
Revenue from contracts with customers
discounts) through the expected life of the had been recognised in other comprehensive
income and accumulated in equity is recognised Revenue from contracts with customers is
financial liability, or (where appropriate) a
in statement of profit and loss if such gain recognised when control of the goods or services are
shorter period, to the net carrying amount on
or loss would have otherwise been recognised transferred to the customer at an amount that
initial recognition.
in statement of profit and loss on disposal of reflects the consideration to which an entity
Financial guarantee contracts issued by the that financial asset. expects to be entitled in exchange for
Group are those contracts that require a transferring goods or services to a customer.
payment to be made to reimburse the holder Financial Liabilities Revenue is measured at the fair value of the
for a loss it incurs because the specified
A financial liability is derecognised when consideration received or receivable, taking into
debtor fails to make a payment when due in
the obligation under the liability is account contractually defined terms of payment and
accordance with the terms of a debt
discharged or cancelled or expires. When an excluding taxes or duties collected on behalf of the
instrument. Financial guarantee contracts are
existing financial liability is replaced by government.
recognised initially as a liability at fair value,
another from the same lender on
adjusted for transaction costs that are The Group identifies the performance
substantially different terms, or the terms of
directly attributable to the issuance of the obligations in its contracts with customers and
an existing liability are substantially
guarantee. Subsequently, the liability is recognises revenue as and when the performance
modified, such an exchange or
measured at the higher of the amount of loss obligations are satisfied. The specific recognition
modification is treated as the derecognition
allowance determined as per impairment criteria described below must also be met before
of the original liability and the recognition of a
requirements of Ind AS 109 and the revenue is recognised.
new liability. The difference in the respective
amount recognised less when appropriate, the
carrying amounts is recognised in the
cumulative amount of income recognised in
statement of profit or loss.
Sale of products:
accordance with the principles of Ind AS Revenue is recognised upon transfer of control of
115. promised products to customer in an amount that
Impairment of financial assets:
The Group’s financial liabilities include reflects the consideration which the Group
In accordance with Ind AS 109, the Group applies
trade and other payables, loans and expects to receive in exchange for products.
simplified expected credit loss (ECL) model for
borrowings including bank overdrafts, and Revenue from the sale of products is recognised
measurement and recognition of impairment
derivative financial instruments. when products are delivered to customer.
loss on the following financial assets and
Revenue is measured based on the transaction price,
credit risk exposure:
Derecognition which is the consideration, adjusted for volume
a) Trade receivables or any contractual right to discounts, rebates, scheme allowances, price
Financial Assets receive cash or another financial asset that concessions, incentives, and returns, if any, as
A financial asset (or, where applicable, a part result from transactions that are within the specified in the contracts with the customers.
of a financial asset or part of a group of similar scope of Ind AS 115
Contacts where the Group’s obligation is to
financial assets) is primarily derecognised (i.e., b) Investments arrange for the provision of goods and services
removed from the Group’s statement of financial
position) when: c) Other financial assets such as deposits,
by another party, the Group recognises financing component in the contract. - Revenue from sale of online provide a material right to the customer. A
revenue in the amount of the advertisements is recognised based portion of the transaction price is allocated
commission to which it expects to Rendering of services: on output method and the Group to the reward points awarded to
be entitled in exchange for arranging Income from services are recognised as applies the practical expedient to customers based on relative stand-alone
for the provision of goods and and when the services are rendered. recognise advertising revenue in the selling price and recognised as a contract
services. amount to which the Group has a liability until the points are redeemed.
Marketing Support Revenue right to invoice upon rendering of Revenue is recognised upon redemption of
Revenue excludes taxes collected
services. points by the customer.
from customers on behalf of the - Advertising revenue is
government. Accruals for derived from displaying web and When estimating the stand-alone selling price
Reward points programme
discounts/incentives and returns are application based banner ads and of the reward points, the Group considers the
estimated (using the most likely sale of online advertisements. The Group has a reward points programme likelihood that the customer will redeem
method) based on accumulated Revenue from banner which allows customers to accumulate the points. The Group updates its estimates of
experience and underlying schemes advertisement is recognised points that can be redeemed against the points that will be redeemed on an annual
and agreements with customers. Due pro rata over the period of future purchases of products at discounted basis and any adjustments to the contract
to the short nature of credit period display of advertisement as per prices. The reward points give rise to a liability balance are charged against revenue.
given to customers, there is no contract. separate performance obligation as they

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ii. Contract balances: specific to the liability. When discounting is used, based payment transactions, whereby employees
the increase in the provision due to the passage
- Contract assets of time is recognised as a finance cost.
A contract asset is the right to consideration in Provisions are reviewed at each balance sheet
exchange for products or services transferred date and adjusted to reflect the current
to the customer. If the Group performs by best estimates.
transferring products or services to a customer
before the customer pays consideration or before l) Foreign currency transactions
payment is due, a contract asset is recognised for
the earned consideration that is conditional. Functional and presentation currency
The consolidated financial statements are
- Trade receivables presented in Indian Rupees (Rs.), which is the
A receivable represents the Group’s right to an functional currency of each entity of the Group
amount of consideration that is unconditional and the currency of the primary economic
(i.e., only the passage of time is required environment in which the Group operates.
before payment of the consideration is due).
Refer to accounting policies of financial assets Foreign currency transactions and balances
in section
(i) Initial recognition
- Financial instruments – initial recognition and
subsequent measurement. Foreign currency transactions are recorded
in the reporting currency, by applying
- Contract liabilities to the foreign currency amount the
exchange rate between the reporting
A contract liability is the obligation to transfer
currency and the foreign currency at
goods or services to a customer for which the
the date of the transaction.
Group has received consideration (or an amount
of consideration is due) from the customer. If a
(ii) Conversion
customer pays consideration before the Group
transfers goods or services to the customer, a Foreign currency monetary items are
contract liability is recognised when the payment retranslated using the exchange rate
is made or the payment is due (whichever prevailing at the reporting date. Non-
is earlier). Contract liabilities are monetary items, which are measured
recognised as revenue when the Group in terms of historical cost denominated in
performs under the contract. a foreign currency, are reported using
the exchange rate at the date of the
j) Interest income: transaction. Non-monetary items, which
are measured at fair value or other
Interest income is accrued on time basis,
similar valuation denominated in a
by reference to the principle outstanding and
foreign currency, are translated using
using the effective interest rate method.
the exchange rate at the date when such
Interest income is included under the
value was determined.
head “Other income” in the statement of
profit and loss.
(iii) Exchange differences
k) Provisions Exchange differences arising on settlement
or translation of other monetary items
A provision is recognised when the Group has a
or on reporting monetary items at
present legal or constructive obligation as a result
rates different from those at which
of past event, and it is probable that an outflow
they were initially recorded during the
of resources embodying economic benefits will
period/year, or reported in previous
be required to settle the obligation and a reliable
financial statements, are recognised as
estimate can be made of the amount of
income or as expenses in the statement
the obligation. The expense relating to a
of profit and loss in the period/year in
provision is presented in the statement of profit
which they arise.
and loss.
If the effect of the time value of money is material, m) Share Based payment
provisions are discounted using a current pre-tax Employees (including senior executives) of the
rate that reflects, when appropriate, the risks Group receive remuneration in the form of share
render services as consideration for beneficial to the employee as measured at The gratuity benefits are unfunded.
equity instruments (equity-settled the date of modification. Where an award is Post-employment benefits
Gratuity liability is provided for on the basis
transactions). cancelled by the entity or by the i. Defined Contribution Plans: of an actuarial valuation on projected unit
counterparty, any remaining element of
The cost of equity-settled transactions is Retirement benefit in the form of credit method made at the end of
the fair value of the award is expensed
determined by the fair value at the date when Provident Fund is a defined each financial period/year. The present
immediately through profit or loss.
the grant is made using an appropriate valuation contribution scheme and the value of the defined benefit obligation is
model. That cost is recognised, together with The dilutive effect of outstanding options contributions are charged to the determined by discounting the estimated
a corresponding increase in share is reflected as additional share dilution in Statement of Profit and Loss of the future cash outflows by reference to market
Options outstanding reserves in equity, over the the computation of diluted earnings per share. period/ year when the contribution yields at the end of the reporting period on
period in which the performance and/or service to the funds is due. There are no government bonds that have terms
conditions are fulfilled in employee benefits n) Post-employment and other employee benefits other obligations other than the approximating to the terms of the related
expense. The cumulative expense contribution payable to the fund. The obligation.
recognised for equity- settled transactions at Short term employee benefits Group recognises contribution Net interest is calculated by applying the
each reporting date until the vesting date All short term employee benefits such as salaries, payable to the provident fund scheme discount rate to the net defined
reflects the extent to which the vesting period incentives, medical benefits which are expected as expenditure, when an employee benefit liability. The Group recognises the
has expired and the Group’s best estimate of to be settled wholly within 12 months after the renders the related service. following changes in the net defined benefit
the number of equity instruments that will end of the period in which the employee renders
obligation as an expense in the
ultimately vest. The statement of profit and loss the related services which entitles him to avail ii. Defined Benefit statement of profit and loss:
expense or credit for a period represents the such benefits are recognised on an undiscounted Plans Gratuity
movement in cumulative expense recognised as basis and charged to the statement of - Service costs comprising current
at the beginning and end of that period and is profit and loss. The Group have an obligation service costs, past-service costs, gains
recognised in employee benefits expense. towards gratuity, a defined benefit and losses on curtailments and non-
plan covering eligible employees. The routine settlements; and
When the terms of an equity-settled award are plan provides for a lump-sum payment
modified, the minimum expense to vested employees at retirement, - Net interest expense or income
recognised is the expense had the terms death while in employment or on Re-measurements, comprising of actuarial
had not been modified, if the original terms of termination of employment of an gains and losses, excluding amounts included
the award are met. An additional expense is amount equivalent to 15 days salary in net interest on the net defined
recognised for any modification that payable for each completed year of benefit liability, are recognised
increases the total fair value of the share- service. Vesting occurs upon immediately in the
based payment transaction or is otherwise completion of five years of service.

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balance sheet with a corresponding debit or is required in establishing fair values. External
The principal or the most advantageous assets and liabilities. The management selects external
credit to retained earnings through ‘Other valuers are involved for valuation of significant
market must be accessible by the Group. valuer on various criteria such as market knowledge,
comprehensive income’ in the period
reputation, independence and whether professional
in which they occur. Re- The fair value of an asset or a liability is
standards are maintained by valuer. The management
measurements are not reclassified to measured using the assumptions that market
decides, after discussions with the Group’s external
profit or loss in subsequent periods. participants would use when pricing the
valuers, which valuation techniques and inputs to use for
asset or liability, assuming that market
Compensated absences each case.
participants act in their economic best
The Group provides for the encashment interest. For the purpose of fair value disclosures, the Group
of leave or leave with pay subject to has determined classes of assets and liabilities on the
certain rules. The employees are entitled The Group uses valuation techniques that are
basis of the nature, characteristics and risks of the asset
to accumulate leave subject to certain appropriate in the circumstances and for which
or liability and the level of the fair value hierarchy as
limits, for future encashment. The liability sufficient data are available to measure fair value,
explained above.
is provided based on the number of days of maximising the use of relevant observable inputs
unutilised leave at each balance sheet date and minimising the use of unobservable
q) Income taxes
on the basis of an independent actuarial inputs.
Tax expense comprises current and deferred tax.
valuation using the projected unit All assets and liabilities for which fair value is
credit method at the reporting date. measured or disclosed in the financial statements Current income tax
Actuarial gains/losses are immediately are categorised within the fair value hierarchy,
taken to the statement of profit and loss Current income-tax is measured at the amount
described as follows, based on the lowest
and are not deferred. The obligations are expected to be paid to the tax authorities in
level input that is significant to the fair
presented as current liabilities in the accordance with the Income-tax Act, 1961
value measurement as a whole:
balance sheet if the entity does not have enacted in India and tax laws prevailing in the
an unconditional right to defer the • Level 1 — Quoted (unadjusted) respective tax jurisdictions where the Group
settlement for at least 12 months after the market prices in active markets for identical operates.
reporting date, regardless of when the assets or liabilities
actual settlement. Deferred tax
• Level 2 — Valuation techniques for
which the lowest level input that is Deferred tax is provided using the liability method
o) Borrowing cost: significant to the fair value measurement on temporary differences between the tax bases of assets
Borrowing cost directly attributable to the is directly or indirectly observable and liabilities and their carrying amounts for financial
acquisition, construction or production of reporting purposes at the reporting date.
• Level 3 — Valuation techniques for
an asset that necessarily takes a substantial Deferred tax liabilities are recognised for all
which the lowest level input that is
period of time to get ready for its intended use taxable temporary differences. Deferred tax assets
significant to the fair value measurement is
or sale are capitalised as part of the cost of the are recognised for all deductible temporary differences and
unobservable
respective asset. All other borrowing costs are the carry forward of any unused tax losses. Deferred tax
expensed in the period they are incurred. For assets and liabilities that are recognised in assets are recognised to the extent that it is probable
Borrowing cost includes interest, amortisation the financial statements on a recurring basis, that taxable profit will be available against which the
of ancillary costs incurred in connection with the Group determines whether transfers have deductible temporary differences, and the carry forward
the arrangement of borrowing to the extent occurred between levels in the hierarchy by re- of unused tax losses can be utilised.
they are regarded as adjustment to the assessing categorisation (based on the lowest
interest cost. level input that is significant to the fair The carrying amount of deferred tax assets is reviewed
value measurement as a whole) at the end at each reporting date and reduced to the extent that it
p) Fair value measurement: of each reporting period. The management is no longer probable that sufficient taxable profit will
assessed that cash and cash equivalents, trade be available to allow all or part of the deferred tax asset to
Fair value is the price that would be received to sell
receivables, advances, trade payables, bank be utilised. Unrecognised deferred tax assets are re-assessed
an asset or paid to transfer a liability in an orderly
overdraft and other financial liabilities at each reporting date and are recognised to the extent
transaction between market participants at the
approximate their carrying amounts that it has become probable that future taxable profits
measurement date. The fair value measurement
largely due to the short- term maturities of will allow the deferred tax asset to be recovered.
is based on the presumption that the transaction
to sell the asset or transfer the liability these instruments. The management Deferred tax assets and deferred tax liabilities are offset, if
takes place either: selects appropriate valuation techniques a legally enforceable right exists to set-
using discounted cash flow model when the
• In the principal market for the asset or fair value of the financial assets and liabilities
liability - or recorded in the balance sheet cannot be
• In the absence of a principal market, in measured based on quoted prices in active
the most advantageous market for the markets. The inputs to these models are taken
asset or liability from observable markets where possible, but
where this is not feasible, a degree of judgement
off current tax assets against current tax which applicable tax regulations balance sheet comprise cash at banks s) Contingent Liabilities
liabilities and the deferred tax assets are subject to interpretation and on hand and short- term deposits A contingent liability is a possible obligation that
and deferred taxes relate to the same and considers whether it is with an original maturity of three arises from past events whose existence will be
taxable entity and the same taxation probable that a taxation authority months or less, and other short term confirmed by the occurrence or non-occurrence
authority. will accept an uncertain tax highly liquid investments which are of one or more uncertain future events beyond
treatment. The Group shall subject to an insignificant risk of the control of the Group or a present obligation
Current tax and deferred tax are
reflect the effect of uncertainty changes in value. that is not recognised because it is not
measured using the tax rates and
for each uncertain tax probable that an outflow of resources will be
tax laws enacted or substantively For the purpose of the statement of
treatment by using either most required to settle the obligation. A contingent
enacted, at the reporting date. cash flows, cash and cash
likely method or expected value liability also arises in extremely rare cases
Current income tax and deferred equivalents consist of cash and
method, depending on which where there is a liability that cannot be
tax relating to items recognised short-term deposits, as defined
method predicts better recognised because it cannot be measured
outside profit and loss is recognised above, net of outstanding bank
resolution of the treatment. reliably. The Group does not recognise a
outside profit and loss (either in OCI or overdrafts as they are considered
in equity). The Group periodically an integral part of the Group’s contingent liability but discloses its existence in
r) Cash and cash equivalents the financial statements.
evaluates positions taken in the tax cash management.
returns with respect to situations in Cash and cash equivalents in the

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t) Earnings per share revision and on historical experience with similar assets.
future periods if the revision affects both
Basic earnings per share is computed by dividing current and future periods.
the net profit or loss for the period attributable b. Fair Value measurement of financial
to equity shareholders by the weighted average Uncertainty about these assumptions and instruments
number of equity shares outstanding during estimates could result in outcomes that When the fair values of financial assets and
the period. The weighted average number of require a material adjustment to the financial liabilities recorded in the balance
equity shares outstanding during the period is carrying amount of assets or liabilities
adjusted for events such as bonus issue, bonus affected in future periods.
element in a rights issue, share split, and reverse The following are the critical judgements
share split (consolidation of shares) that have and estimates that have been made by the
changed the number of equity shares management in the process of applying the
outstanding, without a corresponding change Company’s accounting policies and that have
in resources. the most significant effect on the amount
For the purpose of calculating diluted earnings recognised in the financial statements and/or
per share, the net profit or loss for the key sources of estimation uncertainty that may
period attributable to equity shareholders have a significant risk of causing a material
and the weighted average number of shares adjustment to the carrying amounts of assets and
outstanding during the period are adjusted for liabilities within the next financial year.
the effects of all dilutive potential equity shares,
except where the result would be anti- I. Judgements:
dilutive. • Determining the lease term of
contracts with renewal and
u) Segment reporting policies termination options – the Company
The Group drives synergy across as lessee
fulfilment models, sales channels and product The Group determines the lease term
categories and accordingly the management as the non-cancellable term of the lease,
reviews and allocates resources based on Omni together with any periods covered by an
business and Omni channel strategy, which in the option to extend the lease if it is reasonably
terms of Ind AS 108 on ‘Operating Segments’ certain to be exercised, or any periods
constitutes a single reporting segment. covered by an option to terminate the
lease, if it is reasonably certain not to
v) Share capital be exercised. It considers all relevant
Equity shares are classified as equity. Incremental factors that create an economic incentive
costs directly attributable to the issue of equity for it to exercise either the renewal or
shares are recognised as a deduction from equity. termination.
3A. Significant accounting judgements, estimates and II. Estimates and assumptions:
assumptions
a. Estimation of useful life of
The preparation of financial statements in conformity
property, plant and equipment
with Ind AS requires the management to make
and intangible asset
judgments, estimates and assumptions that affect
the reported amounts of revenues, expenses, assets Property, plant and equipment and
and liabilities and the accompanying disclosures, and intangible assets represent a
the disclosure of contingent liabilities, at the end of significant proportion of the asset base
the reporting period. Such judgments, estimates of the Company. The charge in respect
and associated assumptions are evaluated based of periodic depreciation is derived after
on historical experience and various other factors, determining an estimate of an
including estimation of the effects of uncertain future asset’s expected useful life and
events, which are believed to be reasonable under the the expected residual value at
circumstances. Actual results may differ from these the end of its life. The useful lives
estimates. The estimates and underlying assumptions and residual values of assets are
are reviewed on an on-going basis. Revisions determined by management at the time
to accounting estimates are recognised in the period the asset is acquired and reviewed
in which the estimate is revised if the revision periodically, including at each financial
affects only that period or in the period of the period/year end. The lives are based
sheet cannot be measured based on quoted prices in Those mortality tables tend to change only at In accounting for business combinations,
active markets, their fair value is measured using interval in response to demographic available against which the judgment is required in identifying
valuation techniques including the discounted cash changes. losses can be utilised. In whether an identifiable intangible asset is
flow model. The inputs to these models are taken assessing the probability the to be recorded separately from goodwill.
from observable markets where possible, but d. Income taxes Company considers whether the Additionally, estimating the acquisition date
where this is not feasible, a degree of judgement is entity has sufficient taxable fair value of the identifiable assets acquired
Significant judgments are involved in temporary differences relating
required in establishing fair values. Judgements determining the provision for income taxes (including useful life estimates), liabilities
include considerations of inputs such as liquidity to the same taxation authority assumed, and contingent consideration
including judgment on whether tax positions are and the same taxable entity,
risk, credit risk and volatility. Changes in probable of being sustained in tax assumed involves management judgment.
assumptions about these factors could affect the which will result in taxable These measurements are based on
assessments. A tax assessment can involve amounts against which the unused
reported fair value of financial instruments. complex issues, which can only be resolved over information available at the
tax losses or unused tax credits acquisition date and are based on
extended time periods. can be utilised before they
c. Estimation of defined benefit obligation and expectations and assumptions that
compensated absences expire. Significant management have been deemed reasonable by
e. Deferred Taxes judgement is required to
The cost of the defined benefit gratuity plan, management. Changes in these
Deferred tax assets are recognised for determine the amount of deferred
compensated absences and the present value judgments, estimates, and assumptions
unused tax losses to the extent that it is tax assets that can be
of the gratuity obligation are determined using can materially affect the results of
probable that future taxable profit will be recognised, based upon the
actuarial valuations. An actuarial valuation operations.
likely timing and the level of
involves making various assumptions that may future taxable profits together
differ from actual developments in the future. These g. Provision
with future tax planning
include the determination of the discount rate, strategies. The Company has Provisions and liabilities are recognised
future salary increases and mortality rates. All recognised deferred tax assets on in the period when it becomes
assumptions are reviewed at each reporting date. the unused tax losses and other probable that there will be a future
deductible temporary differences outflow of funds resulting from past
The parameter most subject to change is the discount
since the management is of the operations or events and the amount of
rate. In determining the appropriate discount rate for
view that it is probable the cash outflow can be reliably estimated.
plans operated in India, the management
deferred tax assets will be The timing of recognition and
considers the interest rates of government bonds
recoverable using the estimated quantification of the liability require
in currencies consistent with the currencies of the
future taxable income based the application of judgement to existing
post- employment benefit obligation. Future
on the approved business facts and circumstances, which can be
salary increases are based on expected future
plans and budgets. subject to change. The carrying amounts of
inflation rates. The mortality rate is based on
provisions and liabilities are reviewed
publicly available mortality tables for the country.
f. Business combination: regularly and

CONSOLIDATED
ARE
NOTES
NOTES
adjusted to take account of changing

reflects what the Company ‘would have to Ind AS 37 – Onerous Contracts - Costs of assessing whether to derecognise a financial liability.
facts and circumstances.
pay’, which requires estimation when no Fulfilling a Contract The Company does not expect the amendment to
h. Impairment of financial assets: observable rates are available or when they The amendments specify that that the ‘cost of have any significant impact in its financial statements.
need to be adjusted to reflect the terms and fulfilling’ a contract comprises the ‘costs that relate
The impairment provisions for conditions of the lease. Ind AS 106 – Annual Improvements to Ind AS
financial assets depending on their directly to the contract’. Costs that relate directly to
a contract can either be incremental costs of fulfilling (2021)
classification are based on assumptions The Company estimates the IBR
about risk of default, expected cash loss using observable inputs (such as market that contract (examples would be direct The amendments remove the illustration of
rates, discounting rates applied to these interest rates) when available and is required labour, materials) or an allocation of other costs the reimbursement of leasehold improvements by
forecasted future cash flows, recent to make certain entity-specific estimates that relate directly to fulfilling contracts. The the lessor in order to resolve any potential
transactions and independent valuer’s (such as the Company’s credit rating). amendment is essentially a clarification and the confusion regarding the treatment of lease incentives
report. The Company uses judgement Company does not expect the amendment to have that might arise because of how lease incentives were
in making these assumptions and k. Other estimates: any significant impact in its financial statements. described in that illustration. The Company does
selecting the inputs to the impairment not expect the amendment to have any significant
The share-based compensation expense
calculation, based on Company’s
Ind AS 109 – Annual Improvements to Ind AS impact in its financial statement.
is determined based on the
past history, existing market conditions (2021)
Company’s estimate of equity
as well as forward looking estimates at instruments that will eventually vest. The amendment clarifies which fees an entity includes
the end of each reporting period. when it applies the ‘10 percent’ test of Ind AS 109
3B. Recent pronouncements in
i. Provision for expected credit losses of Ministry of Corporate Affairs (“MCA”) notifies new
trade receivables and contract assets: standard or amendments to the existing standards
The Company uses a simplified approach under Companies (Indian Accounting Standards)
to determine impairment loss allowance Rules as issued from time to time. On March
on the portfolio of trade receivables. This 23, 2022, MCA amended the Companies
is based on its historically observed default (Indian Accounting Standards) Amendment Rules,
rates over the expected life of the 2022, applicable from April 01, 2022, as below:
trade receivable and is adjusted for
forward looking estimates. At every Ind AS 103 – Reference to Conceptual
reporting date, the historical observed Framework
default rates are updated and changes in The amendments specify that to qualify for
the forward-looking estimates are analysed. recognition as part of applying the acquisition method,
The assessment of the correlation between the identifiable assets acquired and liabilities assumed
historical observed default rates, forecast must meet the definitions of assets and liabilities in
economic conditions and ECLs is a the Conceptual Framework for Financial Reporting
significant estimate. The amount of under Indian Accounting Standards
ECLs is sensitive to changes in (Conceptual Framework) issued by the Institute
circumstances and of forecast economic of Chartered Accountants of India at the
conditions. The Company’s historical credit acquisition date. These changes do not significantly
loss experience and forecast of economic change the requirements of Ind AS 103. The
conditions may not be representative Company does not expect the amendment to
of customer’s actual default in the have any significant impact in its financial
future. statements.
j. Leases – Estimating the incremental Ind AS 16 – Proceeds before intended use
borrowing rates:
The amendments mainly prohibit an entity
The Company cannot readily determine the from deducting from the cost of property, plant
interest rate implicit in the lease, and equipment amounts received from selling
therefore, it uses its incremental items produced while the company is preparing the
borrowing rate (IBR) to measure lease asset for its intended use. Instead, an entity will
liabilities. The IBR is the rate of interest recognise such sales proceeds and related cost in
that the Company would have to pay to profit or loss. The Company does not expect the
borrow over a similar term, and with a amendments to have any impact in its recognition of
similar security, the funds necessary to its property, plant and equipment in its financial
obtain an asset of a similar value to the statements.
right-of-use asset in a similar economic
environment. The IBR therefore
CONSOLIDATED
ARE
NOTES
NOTES

4 Property, plant and equipment Particulars Right of use assets Total
Computers & Furniture & Office Plant & Leasehold Depreciation charge for the year 408.36 408.36
Particulars Vehicles Total
Hardware Fixtures equipments Machinery improvements
Disposals (32.33) (32.33)
Cost
As at March 31, 2021 952.63 952.63
As at April 1, 2020 163.49 457.78 119.22 4.40 4.14 202.93 951.96
Addition on acquisition of subsidiary (Refer note 46) 0.07 0.07
Additions(2) 51.80 65.90 33.13 - 0.13 37.87 188.83
Depreciation charge for the year 601.72 601.72
Disposals (0.18) (18.62) (1.19) - - (13.92) (33.91)
Disposals (41.63) (41.63)
As at March 31, 2021 215.11 505.06 151.16 4.40 4.27 226.88 1,106.88
As at March 31, 2022 1,512.79 1,512.79
Addition on acquisition of 1.13 0.98 0.51 0.10 5.25 - 7.97
Net Book Value
subsidiary (Refer note 46)
Additions 205.36 331.98 200.82 - 1.28 73.93 813.37 As at March 31, 2022 2,473.26 2,473.26
Disposals - - - - - - - As at March 31, 2021 1,389.33 1,389.33
As at March 31, 2022 421.60 838.02 352.49 4.50 10.80 300.81 1,928.22 Disposals includes derecognition of RoU asset on cancellation of lease contract.
Accumulated
depreciation
As at April 1, 2020 75.37 78.80 33.91 1.05 0.66 61.34 251.13 6 Capital Work-in-progress
Depreciation charge for 44.56 51.97 23.18 3.28 0.47 62.65 186.11 Particulars Amount Total
the year As at April 01, 2020 7.78 7.78
Disposals (0.09) (8.14) (0.59) - - (7.32) (16.14) Addition 19.68 19.68
As at March 31, 2021 119.84 122.63 56.50 4.33 1.13 116.67 421.10 Capitalisation (7.78) (7.78)
Addition on acquisition of 0.17 0.17 0.13 0.02 0.16 - 0.65 As at March 31, 2021 19.68 19.68
subsidiary (Refer note 46) Addition 94.69 94.69
Depreciation charge for 74.37 98.38 47.36 0.01 0.67 41.26 262.05 Capitalisation (16.73) (16.73)
the year
As at March 31, 2022 97.64 97.64
Disposals - - - - - - -
As at March 31, 2022 194.38 221.18 103.99 4.36 1.96 157.93 683.80 Capital Work-in-progress ageing schedule:
Net Book Value
Period in progress Less than 1 year 1-2 years 2-3 years More than 3 years
As at March 31, 2022 227.22 616.84 248.50 0.14 8.84 142.88 1,244.42
As at March 31, 2022 97.64 - - -
As at March 31, 2021 95.27 382.43 94.66 0.07 3.14 110.21 685.78
As at March 31, 2021 19.68 - - -
Footnotes:
Capital work-in-progress comprises of expenses incurred towards improvement to leasehold premises.
1. Movable assets have been pledged to secure borrowings of the Company (Refer note – 21 and 25).
2. Refer note 47 for acquisition of assets on account of business purchase.
There are no overdue or cost overrun projects compared to its original plan and no projects which are temporarily
suspended, on the above mentioned reporting dates.
5 Right of use assets
7 Intangible assets
Particulars Right of use assets Total
Cost Business
Particulars Catalogue
As at April 1, 2020 2,016.54 2,016.54 application Computer
Trademark Goodwill Total
development Softwares
Additions 389.05 389.05 cost
Cost
Disposals (63.63) (63.63)
As at March 31, 2021 2,341.96 2,341.96 As at April 01, 2020 154.15 289.89 19.40 - 1.43 464.87
11.50 11.50 Additions (1) 0.99 103.48 25.86 49.44 4.00 183.77
Addition on acquisition of subsidiary (Refer note 46)
1,768.61 1,768.61 Disposals - - - - - -
Additions
(136.02) (136.02) As at March 31, 2021 155.14 393.37 45.26 49.44 5.43 648.64
Disposals
Addition on account of acquisition (Refer note 46) - 0.10 - 489.00 469.72 958.82
As at March 31, 2022 3,986.05 3,986.05
Accumulated depreciation Additions - 39.29 9.68 - - 48.97
As at April 1, 2020 576.60 576.60 Disposals (155.14) - - - - (155.14)

CONSOLIDATED
ARE
NOTES
NOTES

Business 9 Non-current investments (Unquoted)

Particulars Catalogue application Computer
Trademark Goodwill Total As at As at
development
cost Softwares Particulars
March 31, 2022 March 31, 2021
As at March 31, 2022 - 432.76 54.94 538.44 475.15 1,501.29 Investment in Preference Shares (Unquoted, fully paid up)
Accumulated amortisation
JMS Logistics and Express Private Limited
As at April 01, 2020 109.54 169.98 11.19 - 0.37 291.08
In Series A1 Compulsory Convertible Cumulative Preference Shares of ` 1/- each - 13.19
Amortisation charge for the year 45.60 65.87 9.90 0.05 - 121.42
Total investments measured at FVTOCI - 13.19
Disposals - - - - - -
Total Non-current investments - 13.19
As at March 31, 2021 155.14 235.85 21.09 0.05 0.37 412.50
Aggregate amount of Unquoted Investments - 13.19
Addition on account of acquisition (Refer note 46) - 0.02 - - - 0.02
Aggregate amount of impairment in value of investments 38.03 24.84
Amortisation charge for the year - 89.82 12.60 26.66 - 129.08
Disposals (155.14) - - - - (155.14)
Investments at fair value through OCI (fully paid) reflect investment in unquoted securities. These securities are designated
As at March 31, 2022 - 325.69 33.69 26.71 0.37 386.46 as FVTOCI as they are not held for trading purpose and are not in similar line of business as the Group. Thus, disclosing
Net Book Value their fair value fluctuation in profit or loss will not reflect the purpose of holding.
At March 31, 2022 - 107.07 21.25 511.73 474.78 1,114.83 During the year the Group has recognised the impact of decline in fair value of investment of ` 13.19 Mn (March 31,
At March 31, 2021 - 157.52 24.17 49.39 5.06 236.14 2021: 24.84 Mn) through other comprehensive income.
1. Refer note 47 for acquisition of assets on account of business purchase. 10 Other financial assets (Non-current)
As at As at
Particulars
8 Intangible assets under development March 31, 2022 March 31, 2021
Particulars Amount Total Security deposits (Unsecured, considered good) 292.19 161.71
As at April 01, 2020 12.45 12.45 Deposits with banks with maturity period more than 12 months 426.60 -
Addition 3.88 3.88 Total 718.79 161.71
Capitalisation (12.45) (12.45)
11 Income tax
As at March 31, 2021 3.88 3.88
Addition 182.58 182.58 The major components of income tax expense / (credit) are:
Addition on acquisition of subsidiary (Refer Note 46) 0.06 0.06 As at As at
Particulars
March 31, 2022 March 31, 2021
Capitalisation (39.21) (39.21)
Current tax:
As at March 31, 2022 147.31 147.31
In respect of current year 422.93 400.78
Period in progress Less than 1 year 1-2 years 2-3 years More than 3 years In respect of earlier year 23.46 (15.22)
As at March 31, 2022 147.31 - - - 446.39 385.56
As at March 31, 2021 3.88 - - - Deferred tax:
In respect of current year (328.11) (309.61)
Intangible assets under development include cost for development of business application and cost for implementation (58.10) (31.19)
In respect of unrecognised business loss of earlier years
of computer software.
(386.21) (340.80)
There are no overdue or cost overrun projects compared to its original plan and no periods which are temporarily Income tax expense reported in the statement of profit or loss 60.18 44.76
suspended, on the above-mentioned reporting dates.
OCI section - Deferred tax related to items recognised in OCI during the year:
Tax (Income)/Expense on remeasurements of defined benefit plans & fair valuation of investments (14.50) 7.44
Income tax expense (credited) / charged to OCI (14.50) 7.44
CONSOLIDATED
ARE
NOTES
NOTES

Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate for March 31,
Reconciliation of deferred tax assets (net):
2022 and March 31, 2021:
As at As at
As at As at Particulars
March 31, 2022 March 31, 2021
Profit before tax 473.06 661.24
Tax income/(expense) recognised in statement of profit and loss for the year 328.11 309.61
Applicable tax rate 25.17% 25.17%
Tax (expense)/income recognised in OCI for the year (14.50) 7.44
Tax using the Company’s domestic tax rate 119.07 166.43
On account of acquisition of subsidiary 0.12 -
Tax effect of:
4.23 - Deferred tax credit for unrecognised business loss of earlier years 58.10 31.19
Amortisation on acquired trademark
(28.48) (75.27) Closing balance 1,152.18 780.35
Others (including permanent differences and brought forward losses)
Tax (credit) relating to earlier years (34.64) (46.40)
12 Other non-current assets
60.18 44.76
As at As at
Current tax expense 446.39 385.56 Particulars
March 31, 2022 March 31, 2021
Deferred tax expense/(credit) (386.21) (340.80) Advance for capital goods 67.69 13.53
Tax expense recognised in the statement of profit and loss 60.18 44.76 Balance with statutory / government authorities 35.00 -
Effective tax rate 12.72% 6.77% Total 102.69 13.53
Gross movement in the current income tax assets/(liabilities) for the years ended March 31, 2022 and March 13 Inventories (valued at lower of cost or net realisable value)
31, 2021:
As at As at
Particulars
As at As at March 31, 2022 March 31, 2021
Particulars
March 31, 2022 March 31, 2021 Stock-in-trade 7,609.44 4,464.94
Income tax asset / (liability) (net) at the beginning of the year (161.31) (246.93) Finished goods 713.89 244.64
Income tax asset (net) acquired on acquisition of subsidiary 3.10 - Raw Materials 317.50 199.03
Income tax paid during the year 721.57 471.18 Packing material 115.38 72.29
Current tax expense / tax expense pertaining to earlier years (446.39) (385.56) Total 8,756.21 4,980.90
Net income tax asset / (liability) (net) at the end of the year 116.97 (161.31)
As at March 31, 2022 ` 311.20 Mn (March 31, 2021: ` 223.45 Mn) is recognised as provision taking into
Income tax assets as per balance sheet 138.70 85.62 account various factors, including obsolescence of material, unserviceable items and ageing of material.
Income tax liability as per balance sheet (21.73) (246.93)
Income tax asset / (liability) (net) 116.97 (161.31) 14 Trade receivables
As at As at
Particulars
Deferred tax: March 31, 2022 March 31, 2021
As at As at Trade receivables - Unsecured, considered good 945.33 766.35
Particulars
March 31, 2022 March 31, 2021
Trade receivables which have significant increase in credit risk 46.68 69.58
Impact of expenditure charged to the statement of profit and loss in the current year but allowed 253.04 67.44
Less: Allowances for expected credit loss (Refer note 50) (46.68) (69.58)
for tax purposes on payment basis
Impact of brought forward losses 626.90 491.26 Total 945.33 766.35
Provision of doubtful debts 11.54 48.73 No Trade receivable are due from directors or other officers of the group either severally or jointly with any other person.
Impact of difference between tax depreciation / amortisation and depreciation / amortisation as per 106.01 82.22 Trade receivables are non- interest bearing and are generally on payment terms of 0-90 days.
books
Impact of stock elimination 154.69 90.70 Trade receivables aging schedule As
Deferred tax assets (A) 1,152.18 780.35
Deferred tax liabilities (B) - - at March 31, 2022
Deferred tax assets (net) (C=A-B) 1,152.18 780.35
Outstanding for following periods from due date of payment
The Group as at March 31, 2022 has recognised deferred tax assets in the books of FSN Brands Marketing Private Limited Particulars Current but Less than 6 6 months - More than 3 Total
not due 1-2 years 2-3 years
months 1 year years
of ` 331.58 Mn (March 31, 2021: ` 236.23 Mn), Nykaa Fashion Private Limited of ` 351.02 Mn (March 31,
2021: 137.77 Mn) in respect of carry forward losses, unabsorbed depreciation and other temporary differences. In Undisputed Trade Receivables – 625.47 319.86 - - - - 945.33
assessing the realisability of its deferred tax assets, the management of these entities has considered 3 years business Unsecured, considered good
projection and believes that such projections are reliable and represent convincing evidence that sufficient taxable profit will Undisputed Trade Receivables – which 1.21 1.96 6.73 15.09 21.69 - 46.68
be available against which the carry forward losses and unabsorbed depreciation can be utilised. have significant increase in credit risk
Total 626.68 321.82 6.73 15.09 21.69 - 992.01
CONSOLIDATED
ARE
NOTES
NOTES

Interest accrued on deposit but not due
Outstan ding for followin g periods from due date of payment
Current but As at As at
Particulars Less than 6 6 months - More than 3 Total Particulars
1-2 years 2-3 years March 31, 2022 March 31, 2021
not due months 1 year
years Opening balance 49.23 2.44
Undisputed Trade Receivables – 415.55 226.14 124.66 - - - 766.35
Unsecured, considered good Interest accrued during the year 227.78 82.81
Undisputed Trade Receivables – which - 7.33 32.16 26.02 4.06 - 69.58 Receipt of interest during the year (165.57) (36.02)
have significant increase in credit risk Closing balance 111.44 49.23
Total 415.55 233.47 156.82 26.02 4.06 - 835.93
18 Other current assets
15 Cash and cash equivalents
As at As at
Particulars
March 31, 2022 March 31, 2021
As at As at
Particulars
March 31, 2022 March 31, 2021 Advance to suppliers (Unsecured, considered good) 464.47 323.56
Cash on hand 7.72 3.43 Advance against expenses (Unsecured, considered good) 191.06 142.96
Balances with banks in current accounts 348.65 419.87 Prepaid expenses 95.03 57.87
Balances with bank in nodal account (1) 287.18 166.71 Balance with statutory / government authorities 1,269.22 307.42
Deposits with original maturity of less than three months(2) Total 2,019.78 831.81
- With Banks 15.35 145.49
- With Financial Institution. - 100.00 19 Share Capital
Cheques on hand - 0.32 Equity Shares Preference Shares
Particulars
Total 658.90 835.82 Numbers Amount Numbers Amount
(1)
Balance with bank in nodal account is in accordance with regulation for market-place business of the Group. i) Authorised Share Capital
(2)
Short Term deposits are made for varying periods of between seven day and three months, depending on the immediate cash requirements of the Group, As at April 01, 2020 (Shares of face value of ` 10 each) 195,000,000 1,950.00 5,000,000 50.00
and earn interest at the respective short-term deposit rates.
(3)
Increase during the year - - - -
Cash and cash equivalents as per cash flow statement excludes balance with bank in nodal account. Refer table below:
As at March 31, 2021 (Shares of face value of ` 10 each) 195,000,000 1,950.00 5,000,000 50.00
As at As at
Particulars
March 31, 2022 March 31, 2021 Increase during the year* 2,555,000,000 800.00 495,000,000 450.00
Cash and cash equivalents (C&CE) as per Balance Sheet 658.90 835.82
As at March 31, 2022 (Shares of face value ` 1 each) 2,750,000,000 2,750.00 500,000,000 500.00
Less:- Balance in nodal accounts not considered as part of C&CE (287.18) (166.71)
*Pursuant to the approval of the shareholders at Extra Ordinary General Meeting of the Company held on July 16, 2021 each equity share of face value
Total 371.72 669.11
of ` 10/- per share was sub-divided into ten equity shares of face value of `1/- per share, with effect from the record date i.e. July 16, 2021. The above
increase during the year includes the effect of such split of face value of the shares.
16 Bank balance other than cash and cash equivalents
i) Terms/ rights attached to equity shares
As at As at
Particulars The Company has only one class of equity shares having a par value of `1 per share. Each holder of equity shares is
March 31, 2022 March 31, 2021
Margin money deposits with bank (held as lien by bank against guarantees) 51.56 30.67 entitled to one vote per share.
Deposits with original maturity for more than 3 months but less than 12 months In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining
- With Banks 1,959.97 1,440.00 assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the
- 170.20 number of equity shares held by the shareholders.
- With Financial Institution.
Total 2,011.53 1,640.87 Each equity shareholder is entitled to dividends as and when the Company declares and pays dividend after obtaining
shareholders’ approval.
17 Other financial assets (Current)
As at As at
Particulars
March 31, 2022 March 31, 2021
Security deposit (Unsecured, considered good) 36.59 54.26
Unbilled receivable 490.88 160.48
Deposits with banks with maturity period more than 12 months 3,948.25 -
Receivable from payment gateway / cash collection vendors 291.62 310.42
Interest accrued on deposit but not due 111.44 49.23
Total 4,878.78 574.39
CONSOLIDATED
ARE
NOTES
NOTES

ii) Issued share capital
v) Details of promoter shareholding:
Issued, subscribed and fully paid
Equity Shar es
Particulars No. of No. of
% change
Numbers Amount shares at the % of Total shares at the % of Total
beginning of Shares end of the Shares
As at April 01, 2020 14,549,077 145.49 year
the year** year
Equity shares of `1 each fully paid Sanjay Nayar (through family trust) 120,118,920 26.59% 105,818,920 22.32% (11.90%)
As at March 31, 2021 15,057,237 150.57 Equity shares of `1 each fully paid Falguni Nayar (through family trust) 99,399,930 22.00% 104,305,770 22.00% 4.94%
Issue of equity shares of face value of ` 10 each 60,130 0.60 Total 219,518,850 48.59% 210,124,690 44.32% (6.97%)
Conversion of OCRPS into equity shares of face value of ` 10 each 450,528 4.51 0.001% Non-Cumulative, Falguni Nayar (through family trust) 143,500 32.88% - 0.00% (100.00%)
140,111,055 - Optionally Convertible
Adjustment of split of shares into face value of ` 1 each Redeemable Preference
Issue of bonus shares of face value of ` 1 each 311,357,900 311.36 Shares, partly paid
7,068,026 7.07 Total 143,500 32.88% - 0.00% (100.00%)
Issue of equity shares of face value of ` 1 each
As at March 31, 2022 474,104,876 474.11 ** The number of shares at the beginning of the year have been restated to give effect of share split of equity shares of face value of H. 10 each sub-divided
into equity shares of face value of Re. 1 each and bonus shares allotted in the ratio of 2 bonus shares for every 1 share held vide shareholders’ approval dated
July 16, 2021.
During the year, the Company has completed its Initial Public Offer (IPO) of 47,575,326 equity shares of face value
of ` 1 each at an issue price of ` 1,125 per share (including a share premium of ` 1,124 per share). A discount of `100
per share was offered to eligible employees bidding in the employee’s reservation portion of 250,000 equity shares. The No. of No. of
% change
issue comprised of a fresh issue and allotment of 5,602,666 equity shares aggregating to ` 6,300 Mn and offer for shares at the % of shares at the % of
beginning of Total end of the Total
sale of 41,972,660 equity shares by selling shareholders aggregating to ` 47,197 Mn. the year Shares year Shares
year
iii) Details of shareholders holding more than 5% shares in the company Equity shares of ` 10 each Sanjay Nayar (through family trust) 4,003,964 26.59% 4,003,964 26.59% -
As at March 31, 2022 As at March 31, 2021 fully paid
Name of the shareholder
No. of shares % holding No. of shares % holding Equity shares of ` 10 each Falguni Nayar (through family trust) 3,313,331 22.00%
105,818,920 22.32% 4,003,964 26.59% 3,313,331 22.00% - fully paid
Sanjay Nayar (through family trust)
Total 7,317,295 48.59% 7,317,295 48.59% -
Falguni Nayar (through family trust) 104,305,770 22.00% 3,313,331 22.00% 0.001% Non-Cumulative, Falguni Nayar (through family trust) 100,000 22.91% 143,500 32.88% 15.82%
Indra Singh Banga / Harindarpal Singh Banga 30,479,790 6.43% 1,355,993 9.01% Optionally Convertible
Redeemable Preference
As per records of the Company, including its register of shareholders/members and other declarations received from Shares, partly paid
shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of Total 100,000 22.91% 143,500 32.88% 15.82%
shares.
vi) Share issued for consideration other than cash:
iv) Shares reserved for issue under employee stock option.
The Company has issued 311,357,900 bonus shares vide shareholder’s approval dated July 16, 2021 in the ratio of
The Company has reserved issuance of 33,000,000 (Previous year 33,000,000) Equity Shares of ` 10 2 bonus shares for every 1 share held during the year.
each for offering to Eligible Employees of the Company and its subsidiaries under Employees Stock Option
Scheme (ESOS). During the year ended March 31, 2022 the Company has granted 2,200,200 options (March 20 Other equity
31, 2021: 2,541,000). Cumulative number of equity shares granted under Employee Stock Option Scheme
(ESOS) is 28,227,450 equity shares as at March 31, 2022 (March 31, 2021: 26,027,250). (A) Instruments classified as Equity
0.001% Non-Cumulative, Optionally Convertible Redeemable Preference Shares (‘OCRPS’)
As at April 01, 2020 275,000 2.06
Issue of preference shares during the year 161,500 1.21
As at March 31, 2021 436,500 3.27
Issue of preference shares during the year at H 10 per share 50,028 0.50
Call money at H 2.50 per share on 400,500 shares - 1.00

Forefeiture of partly paid 36,000 shares at H 7.5 per share (36,000) (0.26)
Conversion of preference share capital during the year (450,528) (4.51)
As at March 31, 2022 - -
CONSOLIDATED
ARE
NOTES
NOTES
(Amount in ` Million, unless otherwise stated) (Amount in ` Million, unless otherwise stated)
The Company has availed the option to convert fully paid up OCRPS and accordingly 414,528 OCRPS were converted (ii) Retained earnings: Retained Earnings are the profits / (losses) that the Company has earned till date, less
into equity shares as on June 30, 2021, at the issue price as per conditions given in the letter of offer and forfeited OCRPS any dividends or other distributions paid to shareholders.
of 36,000 were re-issued and converted into equity shares on July 15, 2021.
(iii)Other Comprehensive Income: This represents the cumulative gains and losses arising on remeasurement of defined
(B) Other equity employee benefit plan.
Particulars
As at As at (iv) Share application money pending allotment: This represents the share application money received in previous year
March 31, 2022 March 31, 2021 for Employee Stock Option Scheme for which shares are allotted during the current financial year.
(i) Securities premium
Opening balance 5,666.58 4,572.26 (v) Employee Share Options Scheme Reserve: The fair value of the equity-settled share based payment transactions
Add : Additions during the year 8,975.26 1,035.68 with employees is recognised in Employee Share Options Scheme Reserve.
Add: Transfer from Employee Share options scheme reserve 76.52 71.76 (vi) Capital Reserve: Capital reserve is on account of forfeiture of partly paid up OCRPS and security premium thereon.
Less: Utilised on issue of bonus shares (311.36) -
Less: Options lapsed during the year (0.10) - (vii) Other Reserve: This represents fair value of put option liability towards acquisition of subsidiary.
Less: Share issue expenses (256.22) (13.12) (viii) Foreign Currency translation reserve: Exchange differences arising on translation of the foreign
Closing balance (A) 14,150.68 5,666.58 operations are recognised in other comprehensive income as described in accounting policy and accumulated in
(ii) Retained earnings foreign currency translation reserve within equity. The cumulative amount is reclassified to profit or loss when
Opening balance (992.25) (1,609.08) the net investment is disposed-off.
Add: Profit / (Loss) during the year 410.75 615.52
Less:-Options lapse/ forfeited during the year - 1.31 21 Borrowings (Non-current)
Closing balance (B) (581.50) (992.25)
(iii) Other comprehensive income As at As at
Particulars
Opening balance (18.57) 3.24 March 31, 2022 March 31, 2021
Add: Other comprehensive income for the year 5.04 (21.81) Term loan from bank 9.22 16.60
Closing balance (C) (13.53) (18.57) Total 9.22 16.60
(iv) Share application money pending allotment
Opening balance - 0.24 Notes:
Add : Additions during the year 8,983.60 - Term loan from bank is secured against second charge on all current assets, moveable property, plant and equipment both
Less: Shares allotted during the year (8,982.95) (0.24) present and future of Nykaa-KK Beauty Private Limited. Tenure is 48 months (including 12 month moratorium
Closing balance (D) 0.65 - period) & rate of interest 8% p.a.
(v) Employee Share Options Scheme Reserve
Add : Additions during the year 143.10 52.61 22 Lease liabilities (Non-Current)
Less: Shares excersied during the year (71.76) As at As at
Particulars
Less: Lapsed during the year (76.52) (1.31) March 31, 2022 March 31, 2021
Closing balance (E) 155.95 89.37 2,043.19 1,073.82
Payable for lease liabilities (Refer note 42)
(vi) Capital Reserve
Opening balance - - Total 2,043.19 1,073.82
Add : Additions during the year 0.36 -
Closing balance (F) 0.36 - 23 Other financial liabilities (Non-current)
(vii) Other reserve
As at As at
Opening balance - - Particulars
March 31, 2022 March 31, 2021
Add : NCI / Put option liability on acquisition of subsidiary (1,222.26) -
Put option liability (Refer note 46) 1,222.26 -
Less: NCI share of fair value of put option 434.04 -
Closing balance (G) (788.25) - Total 1,222.26 -
(viii) Foreign currency translation reserve
Opening balance - - 24 Long-term provisions
Add : Addition during the year 0.53 -
Closing balance (H) 0.53 -
Total (A+B+C+D+E+F+G+H) 12,924.89 4,745.12
Nature and purpose of reserves

(i) Securities premium: Where the Company issues shares at a premium, whether for cash or otherwise, a sum equal
to the aggregate amount of the premium received on those shares is transferred to Securities Premium.
As at As at
Particulars
March 31, 2022 March 31, 2021
Provision for gratuity (Refer note 43) 77.96 73.46

Total 77.96 73.46

CONSOLIDATED
ARE
NOTES
NOTES

25 Borrowings (Current)
Amount as
Name Amount as reported in
As at As at Amount of
Particulars Quarter of Particulars per books of quarterly Reason for material discrepancies
March 31, 2022 March 31, 2021 difference
Bank(1) account return /
3,315.83 1,858.05 statement
Working capital loan from banks
5.29 - Dec-20 Kotak Bank, Inventory 242.77 288.59 (45.82) Amount as per books includes total inventory balance as per
Current maturities of term loan from bank HDFC trial balance. The difference is primarily on account of closing
Total 3,321.12 1,858.05 Bank, RBL GST input credit included in amount reported in quarterly
Bank return. Amount reported in the quarterly return
Notes: include inventory greater than 9 months. Detailed backup
information
for difference is not readily retrievable as on date.
(i) Working Capital/Cash Credit Facilities from Bank is secured by hypothecation of book debts, current assets and Kotak Bank, Trade 703.20 648.17 55.03 Amount as per books includes total debtor balance as per
movable Property, plant and equipment both present and future. Mar-21
HDFC receivables trial balance including debtors greater than 90 days.
Bank, RBL and
(ii) Loan is payable on demand. Interest payable on working capital loan is MCLR adjusted with the risk spread mutually
Bank Advance to
agreed between the parties. suppliers
(iii) Maximum amount of loan outstanding during the year was ` 3,732.02 Mn (March 31, 2021. ` 1,858.05Mn). Jun-21 Kotak Bank, Inventory 351.43 373.83 (22.40) Amount as per books includes total inventory balance as
HDFC per trial balance. Amount as reported in quarterly
(iv) Bank loan contain certain financial covenants & the Group has satisfied all covenants as per the terms of bank loan.
Bank, return includes inventory greater than 9 months. Detailed
(v) As at March 31, 2022, the Group had undrawn funded and non-funded borrowing facilities of ` 695.80 Mn Citibank, backup information for difference is not readily
(March 31, 2021: ` 256.46 Mn). Axis Bank retrievable. The difference is primarily on account of
closing GST input
credit included in amount reported in quarterly return.
Reconciliation of statements submitted to banks during the year: Trade 463.45 416.60 46.85 Amount as per books includes total debtor balance
Receivable as per trial balance including debtors greater than 90
FSN E-Commerce Ventures Limited: days. Detailed reconciliation for difference is not readily
retrievable as on date.
Amount as
Amount as reported in (1)
Kotak Bank, Citibank, RBL Bank, HDFC Bank, Axis Bank referred in the above table are for Kotak Mahindra Bank Limited, Citi Bank N.A., The
Name of Amount of
Quarter Particulars per books of quarterly
difference Reason for material discrepancies
Ratnakar Bank Limited, HDFC Bank Limited and Axis Bank Limited.
Bank(1) account return / Amount as
statement
Name of Amount as reported in Amount of
Jun-20 Kotak Bank, Inventory 386.24 398.65 (12.41) Amount as per books includes total inventory balance as Quarter (1)
Particulars per books of quarterly Reason for material discrepancies
Bank difference
HDFC per trial balance. Amount reported in the quarterly return account return /
Bank, RBL include inventory greater than 9 months. Detailed backup statement
Bank information for difference is not readily retrievable as Sep-21(2) Citibank, Inventory 401.38 396.19 5.19 The difference is primarily on account of GST input
on date. The difference is primarily on account of closing Kotak Bank, credit included and change in inventory / provision for
GST input credit included in amount reported in quarterly HDFC slow moving and obsolescence inventory balance in the
return. Bank quarterly submission to the bank.
Trade 285.51 263.49 22.02 Amount as per books includes total debtor balance Citibank, Trade 401.67 306.58 95.08 The difference is primarily on account of other receivables
receivables as per trial balance including debtors greater than 90 Kotak Bank receivables, which has not been considered by the Company as part of
days. Detailed reconciliation for difference is not readily Other quarterly submission to the bank.
retrievable as on date. Receivables
Sep-20 Kotak Bank, Inventory 328.95 354.56 (25.61) Amount as per books includes total inventory balance as HDFC Trade 485.98 355.91 130.07 The difference is primarily on account of other receivables
HDFC per trial balance. The difference is primarily on account of Bank receivables, which has not been considered by the Company as part
Bank, RBL closing GST input credit included in amount reported Advance to of quarterly submission to the bank. Further, amount as
Bank in quarterly return. Amount reported in the quarterly return Suppliers, per books excludes trade receivables more than 90 days
include inventory greater than 9 months. Detailed backup Other whereas total receivables was considered in statement
information for difference is not readily retrievable as on Receivables submitted to bank.
date.
Citibank, Advances To 84.32 29.61 54.71 The difference is primarily on account of reclassification
Trade 229.85 199.68 30.17 Amount as per books includes total debtor balance Kotak Bank suppliers entries recorded after the submission of the statement to
receivables as per trial balance including debtors greater than 90 the banks as per due date and before the finalisation of
days. Detailed reconciliation for difference is not readily results.
retrievable as on date.
CONSOLIDATED
ARE
NOTES
NOTES

Amount as Amount as
Name of Amount as reported in Amount as reported in
Amount of Amount of
Quarter Bank(1) Particulars per books of quarterly Reason for material discrepancies Quarter Name of Bank(1) Particulars per books of quarterly Reason for material discrepancies
difference difference
account return / account return /
statement statement
Dec-21(2) Citibank,
Kotak Bank, Inventory 507.97 601.39 (93.42) The difference is primarily on account of GST input credit Dec-20 Kotak Bank, ICICI Inventory 2,713.62 2,844.24 (130.62) Amount as per books includes total inventory
HDFC included in the quarterly submission to the bank. Bank, RBL Bank, balance as per trial balance. Amount reported in
HDFC Bank, the quarterly return include inventory greater
IDFC
Bank Bank, Axis Bank than 9 months as detailed reconciliation for
HDFC difference is not readily retrievable as on date.
Trade 492.97 482.05 10.92 The difference is primarily on account of reclassification
Bank receivables, entries recorded after the submission of the statement to Trade 1,193.20 1,126.08 67.12 Amount as per books includes total debtor balance
Other the banks as per due date and before the finalisation of receivable as per trial balance including debtors greater
Receivables results. and others than 90 days. Detailed backup information for
Mar-22(3) Citibank, difference is not readily retrievable as on date.
Inventory 725.45 760.91 (35.46) The difference is primarily on account of GST input
Kotak Bank credit included and change in inventory / provision Mar-21 Kotak Bank, ICICI Inventory 3,552.48 3,552.48 - Amount as per books includes total inventory
HDFC 725.45 723.33 2.12 for slow moving and obsolescence inventory balance in Bank, RBL Bank, balance as per trial balance. Amount reported in
Bank the quarterly submission to the bank. HDFC Bank, the quarterly return includes inventory greater
IDFC than 9 months.
Bank, Axis Bank
(1)
Kotak Bank, Citibank and HDFC Bank referred in the above table are for Kotak Mahindra Bank Limited, Citi Bank N.A., and HDFC Bank Limited
(2)
Trade 1,315.06 1,315.08 (0.02) Amount as per books includes total debtor balance
For quarter ended September 30, 2021 and December 31, 2021, the Company has submitted revised statements with the banks post balance sheet receivable as per trial balance including debtors greater than
(3) and others 90 days
(1)
Kotak Bank, ICICI Bank, RBL Bank, HDFC Bank, IDFC Bank, Axis Bank referred in the above table are for Kotak Mahindra Bank Limited, ICICI Bank
Limited, The Ratnakar Bank Limited, HDFC Bank Limited, IDFC First Bank and Axis Bank Limited.
Nykaa E-Retail Private Limited
Amount as
Amount as Amount as reported in
Amount as reported in Amount of
Quarter Name of Bank (1) Particulars per books of quarterly
Amount of difference Reason for material discrepancies
Quarter Name of Bank(1) Particulars per books of quarterly Reason for material discrepancies account return /
difference
account return / statement
statement
Jun-21 Kotak Bank, ICICI Inventory 4,170.83 4,289.47 (118.64) Amount as per books includes total inventory
Jun-20 Kotak Bank, ICICI Inventory 2,275.44 2,628.78 (353.34) Amount as per books represents total inventory Bank, RBL Bank, balance as per trial balance. The difference
Bank, RBL Bank, balance as per trial balance.The difference is HDFC Bank, is primarily on account of closing GST input
HDFC Bank, primarily on account of Goods in transit included IDFC credit included in amount reported in quarterly
IDFC and provision for inventory not considered in Bank, Axis Bank return. Also amount reported in the quarterly
Bank, Axis Bank
return
the quarterly return. The amount reported in include inventory greater than 9 months.
the quarterly return includes inventory greater
Trade 1,626.69 1,290.56 336.13 Difference is due to unbilled receivable and
than 9 months. Detailed backup information for receivable from COD / Prepaid which are not
receivable
difference is not readily retrievable as on date. and others considered in the quarterly return.
Trade 1,323.65 837.89 485.76 Amount as per books includes total debtor
receivable Sep-21(2) Kotak Bank, IDFC Inventory 3,973.65 4,232.93 (259.28) The difference is primarily on account of GST
balance
and others Bank, ICICI Bank, input credit included and change in inventory
as per trial balance including debtors greater than
90 days. The difference is primarily on account of
Unbilled receivable and Receivable from COD/ Axis Bank / provision for slow moving and obsolescence
Prepaid not considered in the quarterly return. HDFC Bank 3,973.65 4,309.91 (336.26) inventory balance in the quarterly submission to
Detailed backup information for the difference is the bank.
not readily retrievable as on date." Kotak Bank, IDFC Trade 1,213.52 896.29 317.23 The difference is primarily on account of advance
Sep-20 Kotak Bank, ICICI Bank, ICICI receivable, to suppliers which has not been considered by the
Inventory 2,914.36 2,914.36 - Amount as per books includes total inventory
Bank, RBL Bank, Bank Advance to Company as part of quarterly submission to the
balance as per trial balance. Amount reported in
HDFC Bank, Supplier, bank and on account of reclassification
the quarterly return includes inventory
IDFC Other entries recorded after the submission of the
greater than 9 months as detailed backup
Bank, Axis Bank Receivable statement to the banks as per due date and
information for inventory aged greater than 9
months is not before the
readily retrievable as on date. finalisation of results.
Trade receivable and others
1,470.24 1,370.04 100.20 Amount s per trial balance including debtors greater
as per books includes total debtor than 90 days. Detailed backup information
balance for difference is not readily retrievable as on
a date.

CONSOLIDATED
ARE
NOTES
NOTES

Amount as Amount as Amount as

(1) reported in Amount as reported in
Quarter Name of Bank Particulars per books of Amount of Amount of
account quarterly Reason for material discrepancies Quarter Name of Bank(1) Particulars per books of quarterly Reason for material discrepancies
difference difference
return / account return /
statement statement
Sep-21(2) HDFC Bank Trade 1,213.52 1,087.44 126.09 The difference is primarily on account of advance Mar-22(3) Axis Bank, IDFC Inventory 5,808.15 6,657.90 (849.75) The difference is primarily on account of GST
receivable, to suppliers and trade receivables greater than Bank, ICICI Bank, input credit included and change in inventory
Advance to 90 days which has not been considered by the Kotak Bank / provision for slow moving and obsolescence
Supplier, Company as part of quarterly submission to the inventory balance in the quarterly submission to
Other bank and on account of reclassification the bank.

Receivable entries recorded after the submission of the HDFC Bank 5,808.15 6,652.22 (844.07) The difference is primarily on account of GST
statement to the banks as per due date and input credit included and change in inventory
before the / provision for slow moving and obsolescence
finalisation of results.
Axis Bank 1,213.52 805.25 408.28 The difference is primarily on account of advance inventory balance in the quarterly submission to
to suppliers which has not been considered by the the bank.
Company as part of quarterly submission to the Axis Bank, IDFC Trade 1,042.29 1,051.37 (9.08) The difference is primarily on account of
bank and on account of reclassification entries Bank receivable, reclassification entries recorded after the
recorded after the submission of the statement Advance to
to the banks as per due date and before HDFC Bank 1,042.29 1,058.17 (15.88) submission of the statement to the banks as per
Supplier, due date and before the finalisation of results.
the Other
finalisation of results.
(1)
Kotak Bank, ICICI Bank, RBL Bank, HDFC Bank, IDFC Bank, Axis Bank referred in the above table are for Kotak Mahindra Bank Limited, ICICI Bank Receivable
Limited, The Ratnakar Bank Limited, HDFC Bank Limited, IDFC First Bank and Axis Bank Limited.
(1)
(2)
For quarter ended September 30, 2021 and December 31, 2021, the Company has submitted revised statements with the banks post balance sheet Kotak Bank, ICICI Bank, HDFC Bank, IDFC Bank, Axis Bank referred in the above table are for Kotak Mahindra Bank Limited, ICICI Bank Limited,
date, which has been acknowledged by the bank. HDFC Bank Limited, IDFC First Bank and Axis Bank Limited.
(2)
Amount as
Amount as reported in (3)
Amount of
Quarter Name of Bank(1) Particulars per books of quarterly Reason for material discrepancies
difference
account return / FSN Brands Marketing Private Limited
statement
Dec-21(2) Kotak Bank, Inventory Amount
4,704.58 5,169.90 (465.32) The difference is primarily on account of GST Amount as as
IDFC Amount of
input credit included and change in inventory Quarter Name of Bank(1) Particulars per books of reported in Reason for material discrepancies
Bank, ICICI Bank, difference
/ provision for slow moving and obsolescence account quarterly
Axis Bank, HDFC inventory balance in the quarterly submission to return /
Bank statement
the bank. Jun-21 Kotak Bank, IDFC Trade 325.42 449.95 (124.53) The difference is primarily on account of
Kotak Bank, IDFC Trade 1,309.76 1,255.04 54.72 The difference is primarily on account of Bank, Citibank, receivables, reclassification entries recorded after the
Bank, ICICI Bank, receivable, reclassification entries recorded after the HDFC Bank Advance to submission of the statement to the banks as per
HDFC Bank Advance to submission of the statement to the banks as per Suppliers, due date and before the finalisation of results.
Supplier, due date and before the finalisation of results. Other
Other Receivables
Receivable
Kotak Bank, IDFC Inventory 1,621.94 1,365.51 256.43 The difference is primarily on account of inventory
Axis Bank 1,309.76 1,187.44 122.32 The difference is primarily on account of Bank, Citibank greater than 9 months included in inventory
reclassification entries recorded after the balance and change in inventory / provision
submission of the statement to the banks as per for slow moving and obsolescence inventory
balance
due date and before the finalisation of results. in the quarterly submission to the bank.
Kotak Bank, IDFC Advances to 186.43 201.43 (15.00) The difference is primarily on account of HDFC Bank Inventory 1,621.94 1,655.97 (34.03) The difference is primarily on account of inventory
Bank, ICICI Bank, suppliers
reclassification entries recorded after the greater than 9 months included in inventory
Axis Bank, HDFC
submission of the statement to the banks as per balance and change in inventory / provision
Bank
due date and before the finalisation of results. for slow moving and obsolescence inventory
balance
in the quarterly submission to the bank.
CONSOLIDATED
ARE
NOTES
NOTES

Amount as
Amount as Nykaa Fashion Private Limited
(1) reported in
Quarter Name of Bank Particulars per books of Amount of Amount as
quarterly Reason for material discrepancies
account difference Amount as reported in
return / Quarter Name of Bank (1)
Particulars Amount of Reason for material discrepancies
per books of quarterly
statement account return difference
/
Sep-21(2) HDFC Bank Trade 261.04 64.45 196.59 The difference is primarily on account of statement
IDFC Bank receivables,
261.04 205.01 56.04 reclassification entries recorded after the Jun-21 Kotak Bank Trade 127.55 38.43 89.12 The difference is primarily on account of other
Advance to submission of the statement to the banks as per receivables, receivables and trade receivable balance which
Suppliers, due date and before the finalisation of results. Advance to has not been considered by the Company as
Other suppliers part of quarterly submission to the bank.
Receivables and other
Kotak Bank, Trade 183.41 155.25 28.16 The difference is primarily on account of receivables
Citibank receivables, reclassification entries recorded after the
Inventory 186.75 259.07 (72.32) The difference is primarily on account of GST
Other submission of the statement to the banks as per
input credit included in the quarterly submission
Receivables due date and before the finalisation of results. to the bank.
IDFC Bank, ICICI Inventory 1,489.09 1,879.43 (390.33) The difference is primarily on account of GST Sep-21(2) Kotak Bank Trade 160.78 186.39 (25.61) The difference is primarily on account of advance
Bank, Kotak Bank, input credit and inventory greater than 9 months receivables, to suppliers and trade receivables greater than
Axis Bank included and change in inventory / provision for Advance to 90 days which has not been considered by the
HDFC Bank 1,489.09 1,518.33 (29.23) slow moving and obsolescence inventory balance suppliers Company as part of quarterly submission to the
in the quarterly submission to the bank.
and other bank and on account of reclassification entries
Citi Bank, Kotak Advances To 80.54 49.76 30.78 The difference is primarily on account of receivables recorded after the submission of the statement
Bank suppliers reclassification entries recorded after the to the banks as per due date and before the
submission of the statement to the banks as per finalisation of results.
due date and before the finalisation of results.
Dec-21(2) IDFC Bank, ICICI Inventory 1,849.39 1,950.00 (100.61) The difference is primarily on account of GST input credit included and change in inventory
Bank, Kotak Bank, input credit included and change in inventory / provision for slow moving and obsolescence
Axis Bank / provision for slow moving and obsolescence inventory balance in the quarterly submission to
HDFC Bank 1,849.39 1,946.93 (97.54) inventory balance in the quarterly submission to the bank.
the bank. Dec-21(2) Kotak Bank Trade 367.05 371.55 (4.50) The difference is primarily on account of
Mar-22(3) IDFC Bank Trade 423.09 165.03 258.07 The difference is primarily on account of inter- receivables, reclassification entries recorded after the
receivables, company receivable not included in the quarterly Advance to submission of the statement to the banks as per
Advance to submission to the bank. suppliers due date and before the finalisation of results.
Suppliers, and other
Other receivables
Receivables
IDFC Bank, ICICI Inventory 1,608.07 1,888.83 (280.76) The difference is primarily on account of GST input credit included and change in inventory
Bank, Kotak Bank, input credit included and change in inventory / provision for slow moving and obsolescence
Axis Bank / provision for slow moving and obsolescence inventory balance in the quarterly submission to
inventory balance in the quarterly submission to the bank.
the bank. Mar-22(3) Kotak Bank Inventory 497.06 586.53 (89.47) The difference is primarily on account of GST
HDFC Bank Advance to 95.32 509.02 (413.70) The difference is primarily on account of input credit included in the quarterly submission
suppliers reclassification entries recorded after the to the bank.
submission of the statement to the banks as per (1)
Kotak Bank in the above table is for Kotak Mahindra Bank Limited.
due date and before the finalisation of results.
(2)
For quarters ended June 30, 2021, September 30, 2021 and December 31, 2021, the Company has submitted revised statements with the banks post
(1)
Kotak Bank, ICICI Bank, HDFC Bank, IDFC Bank, Axis Bank, Citibank referred in the above table are for Kotak Mahindra Bank Limited, ICICI Bank balance sheet date, which has been acknowledged by the bank.
Limited, HDFC Bank Limited, IDFC First Bank, Axis Bank Limited and Citi Bank N.A. (3)
(2)
(3)
CONSOLIDATED
ARE
NOTES
NOTES

Nykaa-KK Beauty Private Limited
Amounts due to micro and small enterprises as defined under the MSMED Act, 2006:
Amount as Amount as Particulars March 31, 2022 March 31, 2021
(1) reported in 560.70
Quarter Name of Bank Particulars per books of Amount of a) The principal amount and the interest due thereon remaining unpaid to any supplier as at the end 90.75
account quarterly Reason for material discrepancies
difference
return / of each accounting year.
statement b) The amount of interest paid by the buyer in terms of section 16 of the MSMED Act, 2006 - -
Jun-21 Kotak Bank Trade along with the amounts of the payment made to the supplier beyond the appointed day
43.94 44.13 (0.19) The difference is primarily on account of
receivables, during each
reclassification entries recorded after the submission of the statement to the
Advance to accounting year
banks as per due date and before the finalisation of results.
suppliers c) The amount of interest due and payable for the period of delay in making payment (which - -
and other have
receivables been paid but beyond the appointed day during the year) but without adding the interest specified
Inventory 111.90 133.87 (21.97) The difference is primarily on account of GST under the MSMED Act, 2006.
input credit included in the quarterly submission d) The amount of interest accrued and remaining unpaid at the end of each accounting year 3.25 0.19
to the bank. e) The amount of further interest remaining due and payable even in the succeeding years, until such - -
Sep-21(2) Kotak Bank Trade date when the interest dues as above are actually paid to the small enterprise for the purpose of
50.13 36.41 13.72 The difference is primarily on account of
receivables, reclassification entries recorded after the Trade payables aging schedule As
Advance to submission of the statement to the banks as per
suppliers due date and before the finalisation of results. at March 31, 2022
and other
receivables
to the bank.
Dec-21(2) Kotak Bank Inventory 155.58 172.60 (17.02) The difference is primarily on account of GST
to the bank.
(1)
Kotak Bank referred in the above table is for Kotak Mahindra Bank Limited.
(2)
For quarter ended September 30, 2021 and December 31, 2021, the Company has submitted revised statements with the banks post balance sheet As at March 31, 2021
date, which has been acknowledged by the bank. Outstanding for following periods from due date of payment
Current but
26 Lease liabilities (Current) Particulars
not due
Less than 1
1-2 years 2-3 years
More than 3 Total
year
years
As at As at Total outstanding dues of micro enterprises and small 59.48 31.21 0.06 - - 90.75
Particulars
March 31, 2022 March 31, 2021 enterprises
Payable for lease liabilities (Refer note 42) 552.70 378.16
Total 552.70 378.16
27 Trade payables
As at As at
Particulars
March 31, 2022 March 31, 2021
Total outstanding dues of micro enterprises and small enterprises 560.70 90.75
Total outstanding dues of trade payables other than micro enterprises and small enterprises 3,059.84 3,071.37
Total 3,620.54 3,162.12
Refer note 44 for trade payables to related parties.

Total outstanding dues of creditors other than micro 1,671.75 1,371.52 18.29 9.67 0.14 3,071.37 Financial Liabilities at amortised cost
enterprises and small enterprises Employee related liabilities 263.07 53.21
Total 1,731.23 1,402.73 18.35 9.67 0.14 3,162.12 Accrued expenses 863.91 594.57
Creditors for capital goods 219.20 21.18
28 Other financial liabilities (Current)
Market-place vendors 87.34 171.79
Interest accrued but not due 6.98 6.53
Other payables 226.42 -
Payable towards Purchase of business towards slump sale (Refer note 47) - 2.85
Total 1,666.92 850.13
Other payables consist of amount payable to selling shareholder’s out of the IPO proceeds currently withheld pending final settlement of IPO expenses.

CONSOLIDATED
ARE
NOTES
NOTES

Movement in Interest accrued but not due and finance charge:
32 Revenue from operations
As at As at
March 31, 2022 March 31, 2021
A. Sale of products 32,186.09 21,809.06
Interest and finance charge accrued during the year 262.91 177.32 B. Sale of services
Payment of interest and finance charge during the year (262.46) (176.54) Marketing support revenue 3,741.80 1,950.12
Closing balance 6.98 6.53 Income from marketplace services 1,591.50 552.87
29 Short-term provisions C. Other Operating Revenue

As at As at Logistics services income (shipping and delivery charges) 189.84 87.44
Particulars
March 31, 2022 March 31, 2021 Gift card expiration 5.59 9.46
Provision for gratuity (Refer note 43) 12.66 17.39 Income from TOI 20.86 -
Provision for compensated absences (Refer note 43) 76.00 91.08 Income from Pickup Mile 3.67 -
Total 88.66 108.47 37,739.35 24,408.95

Revenue from geographical market
30 Contract liabilities Within India 37,723.66 24,401.46
As at As at Outside India 15.69 7.49

Particulars
March 31, 2022 March 31, 2021 37,739.35 24,408.95
Advance from customers 83.51 112.20
76.90 56.94 (A) Disaggregation of revenue from contracts with customers
Deferred revenue (Provision for reward points)
The Company derives its major revenue from sale of products and sale of products on its own platform, which is a single
Total 160.41 169.14
line of business.
Movement in provision for reward points: The group also earns revenue from sale of services primarily from advertisement services (marketing support) to its
suppliers which is related to sale of product business and the revenue of the Group is recognised over the period of
As at As at the service.
Particulars
March 31, 2022 March 31, 2021
56.95 49.77 The Group further earns revenue from marketplace services by providing its platform to various marketplace vendors to
Opening balance
sell their products.
Provision made during the year 321.54 212.44
Provision utilised during the year (301.58) (205.26) (B) Contract Balances
Closing balance 76.90 56.95 As at As at
Particulars
March 31, 2022 March 31, 2021
Trade Receivables 945.33 766.35
31 Other liabilities (Current)
Contract Liabilities 160.41 169.14
As at As at Contract Price 37,748.07 24,388.51
Particulars
March 31, 2022 March 31, 2021
Revenue recognised in the period from:
Statutory dues 220.49 175.17 Revenue recognised in the current year from contract liability:
Total 220.49 175.17 Advance from Customer 112.20 98.93
Reward Point 56.94 49.77
Revenue deferred in the current year towards unsatisfied performance obligation:
Advance from Customer (83.51) (112.20)
Reward Point (76.90) (56.94)
Revenue from operations 37,739.35 24,408.95

CONSOLIDATED
ARE
NOTES
NOTES

33 Other income
37 Employee benefits expense
March 31, 2022 March 31, 2021
Interest Income on:
Salaries, Wages and Bonus (Refer note 60) 2,971.55 2,075.82
Security Deposit 25.69 20.11
Contribution to provident fund 58.23 43.57
Bank deposit 187.68 82.81
Gratuity expenses (Refer note 43) 35.50 38.02
Miscellaneous income 20.72 3.58
Compensated expenses (Refer note 43) 0.65 102.81
Liabilities no longer required written back 19.39 -
Share based expenses (Refer note 52) 143.24 52.60
Foreign exchange gain (net) 16.24 11.09
Staff welfare expenses 50.22 17.41
Total 269.72 117.59
Total 3,259.39 2,330.23
34 Cost of material consumed

38 Finance costs
March 31, 2022 March 31, 2021
Opening Stock 206.56 174.46
Interest expenses on borrowings 239.70 162.42
Add: Purchase 1,069.44 414.51
Less: Closing Stock 432.88 206.56
Other interest charges 3.26 -
Total 843.12 382.41
Other finance charge 19.95 14.90
Total 465.11 307.01
35 Purchase of traded goods
For the year ended For the year ended Interest expense on Lease Liabilities include impact of rent waiver of ` 12.72 Mn (March 31,2021: 31.24 Mn) received
Particulars
March 31, 2022 March 31, 2021 during the period.
Purchases of traded goods 24,078.31 14,956.07
Total 24,078.31 14,956.07
39 Depreciation and amortisation expense
Particulars
March 31, 2022 March 31, 2021
36 Changes in inventories of finished goods and stock-in-trade
Depreciation of property, plant and equipment (Refer note 4) 262.05 186.11
Particulars Depreciation of Right-of-use assets (Refer note 5) 573.00 408.36
March 31, 2022 March 31, 2021
Finished goods Amortisation of Intangible assets (Refer note 7) 129.08 121.42
Opening balance 237.10 29.21 Total 964.13 715.89
Closing balance 713.89 237.10 Depreciation on ROU assets include impact of rent waiver of ` 28.72 Mn (March 31,2021: 80.89 Mn) received during
(476.79) (207.89) the period.
Stock-in-trade
Opening balance 4,464.95 4,260.13 40 Other expenses
Closing balance 7,609.44 4,464.95 For the year ended For the year ended
Particulars
March 31, 2022 March 31, 2021
(3,144.49) (204.82)
Marketing & advertisement expense 4,781.11 1,689.03
Total (3,621.28) (412.71)
Freight expenses 2,856.01 1,580.08
Outsourced warehouse manpower expense (Refer note 60) 814.94 506.24
Consumption of packing materials 868.60 438.73
Web & technology expenses 627.55 401.16
Payment gateway charges 231.20 157.97
Legal and professional fees 145.63 83.15
Rent and maintenance expenses 106.35 83.13
Rates & taxes 120.27 77.19
Allowance for expected credit loss (23.29) 66.67
CONSOLIDATED
ARE
NOTES
NOTES

Particulars
March 31, 2022 March 31, 2021
42 Leases
Selling expenses 285.23 71.41 The Company as lessee
Beauty advisor fees 114.30 58.85 The Group has lease contracts for premises obtained for offices, warehouse etc. Leases of premises generally have
Electricity charges 66.41 44.02 lease terms between 3 to 9 years.
Insurance expenses 35.78 34.13 The Group’s obligations under its leases are secured by the lessor’s title to the leased assets.
Travelling & conveyance expenses 105.02 33.54
There are several lease contracts that include extension and termination options and variable lease payments, which
Security expenses 97.38 33.28 are further discussed below. (Refer note 5 for carrying value of right of use assets).
Recruitment expenses 65.02 32.45
Leases for which the lease term ends within 12 months of the date of initial application are accounted in the
Warehouse operation management Expenses 31.56 1.96 same way as short term leases.
Printing and stationery expenses 34.99 27.11
Set out below are the carrying amounts of lease liabilities (included under lease liabilities) and the movements during
Repairs & maintenance 21.72 24.14 the year:
Communication expenses 43.75 23.71
As at As at
Royalty 26.66 23.01 Particulars
March 31, 2022 March 31, 2021
Bank charges 7.90 15.91 Opening balance 1,451.98 1,450.04
Office expenses - 28.31 Addition 1,699.82 416.57
Director sitting fees and commission 16.32 3.52 Addition on account of acquisition of subsidiary (Refer note 54) 11.50 -
Expenditure towards corporate social responsibility (CSR) activities (Refer note 54) 13.86 2.28 Accretion of interest 214.92 160.93
Auditors remuneration* Deletion due to closure (88.89) (34.75)
- Audit fees 14.76 7.86 Rent waiver (41.44) (111.63)
- Taxation matters 1.61 2.27 Payments (652.01) (429.19)
Foreign exchange loss (net) - 0.18 Closing balance 2,595.89 1,451.98
Miscellaneous expenses 36.59 35.11 Current 552.70 378.16
Total 11,547.23 5,586.40 Non-current 2,043.19 1,073.82
* Excludes amount of ` 29.26 Mn paid towards Initial Public Offer services out of which the Company’s share of expenses has been adjusted to Securities 2,595.89 1,451.98
premium during the year and the balance has been recovered from Selling Share holders.
The maturity analysis of lease liabilities are disclosed in note 50.
41 Basic & Diluted earnings per share (EPS)
The effective interest rate for lease liabilities for the group as at March 31, 2022 ranges between 9.40%-9.50% (March
31, 2021: 9.40%-9.50%)
Particulars
March 31, 2022 March 31, 2021**
The following are the amounts recognised in statement of profit and loss:
Nominal value of per equity share 1/- 1/-
410.75 615.52 Particulars
Profit after tax (A) March 31, 2022 March 31, 2021
410.75 615.52 Depreciation expenses of right of use assets 573.00 408.36

Profit attributable to equity shareholders
Total number of shares outstanding during the year 474,104,876 451,717,110
Expenses relating to short term leases 106.35 83.13
Weighted average number of equity shares outstanding during the year (B) 465,653,766 445,370,340
Total amount recognised in statement of profit and loss 881.55 621.18
Basic EPS (A/B) 0.88 1.38
The Group had total cash outflow for leases of ` 652.01 Mn (March 31, 2021: ` 429.19 Mn).
Dilutive effect on weighted average number of equity shares outstanding during the year (C) 5,384,855 17,661,660
Weighted average number of diluted equity shares (D=B+C) 471,038,621 463,032,000 43 Defined Benefit Plan and Other Long Term Employee Benefit Plan:
Diluted EPS (A/D) 0.87 1.33 I) Defined Contribution Plan
**The number of shares at the beginning of the year have been restated to give effect of share split of equity shares of face value of ` 10 each sub- During the year, the Group has made contribution/provision to provident fund stated under defined contribution
divided into equity shares of face value of ` 1 each and bonus shares allotted in the ratio of 2 bonus shares for every 1 share held vide shareholder’s approval plan amounting to ` 58.23 Mn (March 31, 2021: ` 43.57 Mn) and the same has been recognised as an expense
dated July 16, 2021. in the statement of profit and loss.

CONSOLIDATED
ARE
NOTES
NOTES

II) Defined Benefit Plans
B Amount for the year ended March 31, 2022 and March 31, 2021 recognised in the Statement of Profit
The Group operates a defined benefit gratuity plan for its employees. Under the gratuity plan, every employee who and Loss under employee benefit expenses and other comprehensive income
has completed at least five years of service gets a gratuity on departure of 15 days of last drawn salary for each
completed year of service. For the year ended For the year ended
Particulars
March 31, 2022 March 31, 2021
The Group has provided for gratuity based on actuarial valuation done as per projected unit credit method. 35.58 34.56
Current service cost
A. The following tables set out the amounts recognised in the Company’s financial statements as at March 31, Past Service Cost (5.22) -
2022 and March 31, 2021: Interest expenses 5.14 3.46
i. Amount recognised in the balance sheet Amount recognised in Statement of Profit and Loss 35.50 38.02
As at As at Actuarial (Gain)/Loss in obligation for year ended due to changes in demographic / financial
Particulars (7.20) 5.76
March 31, 2022 March 31, 2021 assumptions
Amount to be recognised in balance sheet (25.52) (1.35)
Actuarial (Gain)/Loss in obligation for year ended due to changes in experience adjustments
Present value of defined benefit obligation 90.62 90.85
Amount recognised in Other Comprehensive Income (OCI) (32.72) 4.41
Less: Fair value of plan assets - -
Funded status – deficit / (surplus) 90.62 90.85 C The principal assumptions used in determining gratuity obligations for the Company’s plans are shown below:
Net liability recognised in balance sheet 90.62 90.85 For the year ended For the year ended
Particulars
March 31, 2022 March 31, 2021
ii. Changes in the present value of defined benefit obligation Mortality Table IALM (2012-14) IALM (2012-14)
For the year ended For the year ended 5.95% 6.25%
Particulars
March 31, 2021
Discount rate:
March 31, 2022
Reconciliation of Defined Benefit Obligation 8.00% until year 1 inclusive,
Future salary increases* 6.50%
then 6.50%
Opening defined benefit obligation 90.85 53.27
Withdrawal rates 20.64%-30.54% across all levels 15.00%
Addition on acquisition of subsidiary 0.30 -
IALM - Indian Assured Lives Mortality (Ultimate) IALM (2012-14) IALM (2012-14)
Current service cost 35.58 34.56
Past service cost (5.22) - The discount rate is based on the prevailing market yields of Government of India Bonds as at the Balance Sheet date
Interest cost 5.14 3.46 for the estimated terms of the obligations.
Actuarial (Gain)/Loss in obligation for year ended due to changes in demographic / financial *The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority,
(7.20) 5.76
assumptions promotion and other relevant factors, such as supply and demand in the employment market.
Actuarial (Gain)/Loss in obligation for year ended due to changes in experience adjustments (25.52) (1.35)
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are
Benefit paid (3.31) (4.85) determined using actuarial valuations. An actuarial valuation involves making various assumptions that may
Closing defined benefit obligations 90.62 90.85 differ from actual developments in the future. These include the determination of the discount rate, future salary
increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined
iii. Net defined benefit liability reconciliation benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting
date.
Particulars
March 31, 2022 March 31, 2021
D The following payments are expected contributions to the defined benefit plan in future years:
Opening net defined benefit liability 90.85 53.27
As at As at
Particulars
Addition on acquisition of subsidiary 0.30 - March 31, 2022 March 31, 2021
Defined benefit cost included in statement of profit and loss 35.50 38.02 Within the next 12 months (next annual reporting period) 12.69 4.54
Total re-measurements included in OCI (32.72) 4.41 Between 2 and 5 years 57.10 1.83
Employer contributions - - Between 6 and 9 years 31.97 40.12
Employer direct benefit payments (3.31) (4.85) 10 & Above following years 23.79 62.54
Closing net defined benefit liability 90.62 90.85 Total expected payments 125.55 109.03
The average duration of defined benefit plan obligation at the end of the reporting period is 4 - 6 years (March
31,2021: 5-8 years).
CONSOLIDATED
ARE
NOTES
NOTES

E Sensitivity analysis
44 Related party transactions
The sensitivity analysis of significant actuarial assumption as of end of reporting period is shown below.
A. Names of the related parties
Pre-tax impact
Names of related parties where control exists irrespective of whether transactions have occurred or not
Particulars (decrease) / increase in liability
For the year ended For the year ended Relationship Name of entity
March 31, 2022 March 31, 2021
Mrs. Falguni Nayar -- Executive Chairperson, CEO and Managing Director
Discount rate (-/+ 1%)
Mr. Anchit Nayar -- Executive Director w.e.f. July 22, 2021
Decrease by 100 basis points 4.54 15.77
Ms. Adwaita Nayar -- Executive Director w.e.f. July 22, 2021
Increase by 100 basis points (4.17) (11.85) Mr. Sanjay Nayar -- Director w.e.f. April 9, 2021
Mr. Milan Khakhar -- Director
Future salary increase (-/+ 1%) Ms. Alpana Parida -- Independent Director
(3.83) (11.58) Ms. Anita Ramachandran -- Independent Director

Decrease by 100 basis points
Mr. Milind Sarwate -- Independent Director w.e.f. July 15, 2021
Increase by 100 basis points 4.05 14.43
Mr. Seshashayee Sridhara -- Independent Director w.e.f. July 26, 2021
The sensitivity analysis above has been determined based on a method that extrapolates the impact on defined Directors and Key Management Personnel (KMP)
Mr. Pradeep Parameswaran -- Independent Director w.e.f. July 15, 2021
benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period
and assuming there are no other changes in the market conditions. There have been no changes from the previous Ms. Shefali Munjal -- Director till July 15, 2021
periods in the methods and assumptions used in preparing the sensitivity analysis. Ms. Padmini Somani -- Director till July 15, 2021
These plans typically expose the Company to actuarial risks such as: interest risk, longevity risk and salary risk. Mr. Yogeshkumar Mahansaria -- Director till July 30, 2021
Mr. William Sean Sovak -- Director till July 15, 2021
a) Interest risk - A decrease in the discount rate will increase the plan liability.
Mr. Vikram Sud -- Director till April 9, 2021
b) Longevity risk – The present value of the defined benefit plan liability is calculated by reference to the best estimate
Mr. Arvind Agarwal -- Chief Financial Officer w.e.f. June 01, 2020
of the mortality of plan participants both during and after their employment. An increase in the life expectancy of
Mr. Rajendra Punde -- Company Secretary w.e.f. November 05, 2020
the plan participants will increase the plan’s liability. Mr. Akshay Tanna -- Nominee Director till July 15, 2021
c) Salary risk – The present value of the defined plan liability is calculated by reference to the future salaries of plan Relative of Key Management Personnel (KMP) Mrs. Rashmi Mehta - Relative of Managing Director
participants. As such, an increase in the salary of the plan participants will increase the plan’s liability. Company in which key management personnel have Sealink View Probuild Private Limited
III.Compensated absences: significant influence Golfland Developers Private Limited

The Group has a policy on compensated absences for its employees. In the current year, the Group has changed the
B. Transactions with Related party
policy allowing employees to accumulate leaves subject to certain limits and carry forward into subsequent years
for availment/encashment. The expected cost of accumulating compensated absences is determined by actuarial Transactions Balance as at Transactions Balance as at
valuation performed by an independent actuary at the Balance sheet date using the project unit credit method.
2021-22 2022 2020-21 2021
Directors and Key Management Personnel (KMP)

Ms. Falguni Nayar Remuneration 56.54 - 108.44 -
Ms. Falguni Nayar (through family - - 0.44 -
trust) Issuance of OCRPS
Remuneration(1) 16.65 - 16.97 (1.09)

Ms. Adwaita Nayar
Issuance of OCRPS - - 0.39 -
(1) 16.65 - 18.60 (1.49)
Remuneration
Mr. Anchit Nayar
Issuance of OCRPS - - - -
Remuneration - - 1.83 -
Share Application money received
- - - -
Mr. Sachin Parikh pursuant to ESOP
Issuance of OCRPS - - - -
Share based payments - - - -
CONSOLIDATED
ARE
NOTES
NOTES

Transactions Balance as at Transactions Balance as at Terms and conditions of transactions with related parties
2021-22 2022 2020-21 2021
The sales to and purchases from related parties are made on terms. equivalent to those that prevail in arm’s length
transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There
Remuneration &
75.24 - 19.58 - have been no guarantees provided or received for any related party receivables or payables.
Mr. Arvind Agarwal reimbursements(2)
Issuance of OCRPS - - 0.10 - The Company do not have any other transaction with key managerial person than that is disclosed above.
Mr. Pratik Bhujade Remuneration & reimbursements - - 1.11 - Amount paid to KMP do not include the provisions made for gratuity as it is determined on an actuarial basis for the
Mr. Rajendra Punde Remuneration & reimbursements 12.12 - 4.96 - Company as a whole. Similarly, expenses for compensated absences are not included in the above table as the same is
Sitting Fees 2.02 - 0.34 - also determined on an actuarial basis for the Company as a whole.
Ms.Anita Ramachandran
Commission 2.25 - 1.00 - The total offer expenses are estimated to be ` 2,423.44 Mn (inclusive of taxes) which are proportionately allocated
Sitting Fees 2.07 - 0.34 - between the selling shareholders (including a related party) and the Company in the proportion of equity shares sold by
Ms. Alpana Parida Shah the selling shareholders and the Company. As at March 31, 2022 amount of ` 226.42 Mn payable to selling shareholders
Commission 2.25 - 0.50 -
(Refer note 28) out of the IPO proceeds has been currently withheld pending final settlement of IPO proceeds
Sitting Fees 0.49 - 0.34 - includes amount payable to a related party.
Mr. Yogeshkumar Mahansaria
Commission 0.75 - 1.00 -
Sitting Fees 0.48 - - - 45 Commitments and contingent liabilities
Mr. Pradeep Parameshwaran
Commission 1.59 - - - A Commitments
Sitting Fees 1.33 - - -
Mr. Milind Sarwate - Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances)
Commission 1.59 - - - – ` 113.32 Mn as at March 31, 2022 (March 31, 2021 – ` 19.99 Mn).
Sitting Fees 0.46 - - -
Mr. Seshashayee Sridhara - The Group has various lease contracts that have not yet commenced as at the balance sheet date. The future lease
Commission 1.50 - - - payments for these non-cancellable lease contracts are as follows:
Relative of Key Management Personnel (KMP)
As at As at
Rent and maintenance expenses 2.85 0.07 2.42 (0.05) Particulars March 31, 2022 March 31, 2021
Security deposit - 0.46 - (0.41) Within one year 138.24 70.23
Notional interest income on After one year but not more than five years 248.92 95.49
Mrs. Rashmi Mehta (0.05) - 0.04 - More than five years - -
security deposit
Lease liability - 1.41 - (3.96) Total 387.16 165.71
Interest cost on lease liability 0.30 - 0.54 - B Contingent liabilities (not provided for)
Company in which key management personnel have significant influence As at As at
Rent, maintenance, electricity & March 31, 2022
38.22 - 29.37 -
other expenses i) Claims against the Company, not acknowledged as debts
Notional interest income on
(0.55) - (0.53) - Disputed Indirect tax matters (including interest up to the date of demand, if any) [Refer note (i) 27.53 14.99
Sealink View Probuild Private security deposit
below]
Limited
Security deposit - 6.02 - 5.48 Disputed Direct tax matters (including interest up to the date of demand, if any) [Refer note (ii) 74.37 74.37
Interest cost on lease liability 12.76 - 4.32 - below]
ii) Bank Guarantees [Refer note (iii) below] 669.69 11.50
Lease liability - (122.74) - (144.90)
Rent & maintenance expenses 26.20 - 26.02 - Notes:
Security Deposit - given - 9.10 - 10.22 i. The Group has received VAT assessments order for financial years 2016-17 with demands amounting to ` 40.17
Golf land Developers Private Notional Interest income- Security
Mn on account of certain input disallowances/adjustment made by VAT department. Out of the total demand
(1.08) - (1.12) - amount, the Group has paid ` 11.29 Mn to tax authorities during the year, received favourable order for demand
Limited Deposit
amounting to ` 1.18 Mn, charged off ` 0.17 Mn in statement of profit and loss account and for balance `
Lease Liability - (31.84) - (7.62)
27.53 Mn the management believes that the position taken by it on the matter is tenable and hence, no
Notional Interest Expense- Lease 2.49 - 2.21 - adjustment has been made to the financial statements.
Figures in brackets indicates payables and income
ii. The Group has received income tax assessments order pertaining to Nykaa E-Retail Private Limited for
Above remuneration excludes H 4.68 Mn paid individually to Ms. Adwaita Nayar and Mr. Anchit Nayar from April 01, 2021 to June 30,
(1)
the Financial Year 2017-18 with demands amounting to ` 74.37 Mn on account of certain
2021 as employees in Nykaa Fashion Private Limited and FSN Brands Marketing Private Limited respectively. disallowances / adjustments made by income tax department during the year. Management believes that the
(2)
Remuneration includes amount of perquisite value towards ESOP based on exercise of options. position taken by it on the matter is tenable and hence, no adjustment has been made to the financial
statements. The Group is in the process of filing the appeal with the appropriate authority.
iii. Bank guarantees have been given to vendors and to National Stock Exchange for completion of process of IPO.
CONSOLIDATED
ARE
NOTES
NOTES

46 Acquisition of Dot & Key Wellness Private Limited (‘Dot & Key’)
The Group measured the acquired lease liabilities using the present value of the remaining lease payments at the date of
On September 28, 2021, the Group acquired 51% of the issued share capital of Dot & Key Wellness Private Limited acquisition. The right-of-use assets were measured at an amount equal to the lease liabilities and adjusted to reflect the
(‘Dot & Key’), this is the first D2C (direct to consumer) beauty brand acquired by Nykaa, allowing the Group to favourable terms of the lease relative to market terms.
expand its skincare, personal care and nutraceuticals owned portfolio. Pursuant to the shareholder’s agreement, the
Group has Calculation of goodwill
written put option on the balance 49% of the equity share capital. The put option liability will be settled for a consideration
not exceeding ` 1,530 Mn for stake upto 49%. The Group has assessed that it does not have present ownership interest Particulars Amount
over the balance 49% of the equity shares and has accordingly consolidated 51% of the assets and liabilities of Dot & Key.
Purchase consideration 969.00
This transaction is accounted as per Ind AS 103 ‘Business Combination’.
Less: Net identifiable assets acquired (499.28)
The Group has recongnised fair value of put option liability. Key assumptions used to determine the fair value of put option
Goodwill 469.72
are based on estimated projected EBITDA and revenue of Dot & Key, risk free interest rate, stock volatility, EBITDA and
Revenue deviation float. The amount payable at the time of exit is estimated not to exceed ` 1,530 Mn. The fair value of The goodwill on acquisition is attributable to skilled employees, expected synergies from acquisition and other intangible
put option liability has changed from ` 1,218.80 Mn to ` 1,222.26 Mn during the year. assets of the Company that cannot be identified separately. The amount of goodwill is not expected to be deductible for
The fair values of the identifiable assets and liabilities of Dot & Key as at the acquisition date were: tax purposes.
PPA fair value Fair value of assets

The fair value of the non-controlling interest in Dot & Key, has been estimated by applying a discounted earnings technique.
Carrying value as
Particulars per books adjustments taken over The fair value measurements are based on significant inputs that are not observable in the market. The fair value estimate
is based on:
(A)Assets acquired
(a) Property, plant and equipment 7.32 - 7.32 • An assumed discount rate of 27.5%
(b) Right of use assets 11.43 - 11.43
• A terminal value calculated based on long-term sustainable growth rates for the industry of 3%, which has been used to
(c) Intangible assets - determine income for the future years
Trade Name - 489.00 489.00
• A reinvestment ratio of 100% of earnings
Others 0.08 - 0.08
The acquired business contributed ` 155.75 Mn and ` 35.03 Mn towards revenue from operations and loss after tax
(d) Intangible assets under development 0.06 - 0.06
for the Group for the period October 01, 2021 to March 31, 2022.
(e) Investments 5.47 - 5.47
(f) Deferred tax assets (net) 0.12 - 0.12 Purchase consideration -- Cash outflow
(g) Non current tax assets (net) 3.10 - 3.10 Particulars Amount
(h) Inventories 56.30 - 56.30 Cash consideration 969.00
(i) Trade receivables 18.73 - 18.73 Less: Cash and cash equivalent acquired (458.16)
(j) Cash and cash equivalents 458.16 - 458.16 Net cashflow on acquisition 510.84
(k) Other financial assets 1.11 - 1.11
Impairment testing of Goodwill:
(l) Other current assets 18.82 - 18.82
As at March 31, 2022, goodwill of ` 469.72 million has been allocated to Dot & Key. The recoverable amount of the
Total Assets acquired (A) 580.70 489.00 1,069.70
Dot & Key has been determined based on value in use. Value in use has been determined based on future cash flows, after
(B) Liabilities assumed considering current economic conditions and trends, estimated future operating results, growth rates and anticipated
(a) Lease liabilities 11.50 - 11.50 future economic conditions.
(b) Trade payables 46.33 - 46.33 As at March 31, 2022, the estimated cash flows for a period of 5 years were developed using internal forecasts, and
(c) Other current liabilities 23.21 - 23.21 a pre-tax discount rate of 21.80%. The cash flows beyond 5 years have been extrapolated assuming 5% growth rates. The
(d) Provisions 0.37 - 0.37 management believes that any reasonably possible change in the key assumptions would not cause the carrying amount
(e) Contract liabilities 9.31 - 9.31
to exceed the recoverable amount of the cash generating unit.
Total Liabilities assumed (B) 90.72 - 90.72
47 Purchase of business
Net identifiable assets acquired (A-B) 489.98 489.00 978.98
On February 28, 2021, Nykaa Fashion Private Limited had entered into a business transfer agreement (‘BTA’) with
Non- controlling interests measured at fair value (479.70) the Company “Pipa Bella Accessories Private Limited” to acquire the jewellery business on slump sale basis. The business
Goodwill arising on acquisition 469.72 transfer involved transfer of certain assets and liabilities as stated in the BTA on a “slump sale basis” for an agreed cash
Purchase consideration transferred 969.00 consideration of ` 19 Mn.
Pursuant to the above agreements and the necessary resolutions passed by the Board of Directors of the Company, the
The fair value of trade and other receivables amount to ` 18.73 Mn. The gross contractual amount receivable from trade
business stood transferred to the Company on February 28, 2021 and the following assets and liabilities acquired by the
and other receivables is ` 19.13 Mn. None of the trade and other receivables are credit impaired and it is expected
Company were recorded at values as stated herein under. The values of fixed assets and intangible assets were recorded
that the full contractual amounts will be collected except ` 0.40 Mn. Further, no contingent liability has been
at fair values as determined by the external registered valuer and the difference between the value of net assets transferred
transferred to the Group.
and the aggregate purchase consideration is accounted as Goodwill as under:
CONSOLIDATED
ARE
NOTES
NOTES

Particulars Amount
Valuation methodology:
Assets: i) The Group has measured fair value for Level 2 investment using the third-party pricing information without adjustment.
Property, plant and equipment 0.68
Intangible Assets (Karma Bangle) 15.00 49 Segment Information:
The Group has identified Board of directors and Group CEO as Chief Operating Decision Maker (‘CODM’) who reviews
Trade Receivables 1.36
and allocates resources based on Omni business and Omni channel strategy, which in terms of Ind AS 108 on “Operating
Inventories 6.25 Segments” constitutes a single reporting segment.
Total assets transferred 23.29
The information based on geographical areas in relation to revenue and non-current assets are as follows:
Liabilities:
Trade payables 8.29 (a) Revenue from operations
Total liabilities transferred 8.29 For the year ended For the year ended
Revenue from geographical market
Consideration pursuant to BTA 19.00 March 31, 2022 March 31, 2021
Goodwill on purchase of jewellery business 4.00 Within India 37,723.66 24,401.46

Outside India 15.69 7.49
Out of the outstanding of ` 19 Mn, the Company has paid ` 16.15 Mn during FY 2020-21. The outstanding balance
Total 37,739.35 24,408.95
of ` 2.85 Mn is shown under other financial liabilities as at March 31, 2021 and the same has been paid during the
year ended March 31, 2022. (b) Non-current operating assets
Further, Nykaa Fashion Private Limited has purchased interest in the Trademarks, Domain Name, Copyrights and Design All non-current operating assets are located in India.
of “Pipa Bella” for the consideration of ` 34.44 Mn from Parent Company of Pipa Bella which has been shown under
‘Trademark’ in Note 7 of intangible assets. (c) The Group does not have revenue from transactions with a single external customer amounting to 10 percent or
more of the total revenue.
48 Fair value of financial assets and financial liabilities
The fair values of assets and liabilities are included at the amount at which the instrument can be exchanged in a current 50 Financial Instruments:
transaction between willing parties, other than in a forced or liquidation sale. The Company’s principal financial liabilities comprise borrowings from banks, trade and other payables. The main purpose
of these financial liabilities is to finance and support the Company’s operations. The Company’s principal financial assets
The following methods and assumptions were used to estimate the fair values: comprise cash and bank balance, trade and other receivables that derive directly from its operations.
• The carrying values of financial assets i.e. cash and cash equivalents, trade receivables, other financial assets and of The Company is exposed to various financial risks such as market risk, credit risk and liquidity risk. The Company’s senior
financial liabilities i.e. trade and other payables, working capital loan borrowing and other financial liabilities are management team oversees the management of these risks. The Board of Directors review and agree policies for managing
reasonable approximation of their fair values due to the short maturities of these instruments. each of these risks, which are summarised below:
Carrying value as of Fair value as of
Particulars Level Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
Financial Assets:
market prices. Market risk mainly comprises currency risk, product price risk and interest risk.
Fair Value through other comprehensive income
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This
Non-current investments Level 2 - 13.19 - 13.19
is based on the financial assets and financial liabilities held at March 31, 2022 and March 31, 2021.
Amortised cost
Trade receivables 945.33 766.35 945.33 766.35 a) Interest rate risk
Cash and cash equivalents 658.90 835.82 658.90 835.82 The Company is exposed to interest rate risk primarily due to borrowings having floating interest rates. The Company
Bank balance other than cash and cash equivalents 2,011.53 1,640.87 2,011.53 1,640.87 uses available working capital limits for availing short-term working capital demand loans with interest rates negotiated
from time to time so that the Company has an effective mix of fixed and variable rate borrowings. The following table
Other financial assets 5,597.57 736.10 5,597.57 736.10
demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings
9,213.33 3,992.32 9,213.33 3,992.32 affected. With all other variables held constant, the Company’s profit before tax is affected through the impact
Financial Liabilities: on floating rate borrowings, as follows:
Amortised cost
Effect (decrease) /
Borrowings 3,330.34 1,874.65 3,330.34 1,874.65 Increase / decrease
Particulars increase on profit
in basis points
before tax
Lease liabilities 2,595.89 1,451.98 2,595.89 1,451.98
March 31, 2022 +50 (16.65)
Other financial liabilities 2,889.18 850.13 2,889.18 850.13
-50 16.65
Trade payables 3,620.54 3,162.12 3,620.54 3,162.12
March 31, 2021 +50 (9.29)
12,435.95 7,338.88 12,435.95 7,338.88
-50 9.29
CONSOLIDATED
ARE
NOTES
NOTES

b) Foreign currency risk
a) Trade receivables
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes The Company has adopted a policy of dealing with only credit worthy counterparties in case of institutional customers
in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily and the credit risk exposure for institutional customers is managed by the Company by credit worthiness checks. The
to the Company’s operating activities denominated in foreign currency and thus the risk of changes in foreign Company’s experience of delinquencies and customer disputes have been minimal. Also the Company has a simplified
exchange rates relates primarily to trade payables and advances paid to vendors. The Company’s foreign approach to determine impairment loss allowance on the portfolio of trade receivables. This is based on its historically
currency risks are identified, measured and managed at periodic intervals in accordance with the Company’s policies. observed default rates over the expected life of the trade receivable and is adjusted for forward looking
When a derivative is entered into for the purpose of hedging any foreign currency exposure, the Company negotiates estimates. Accordingly, the credit risk is covered by the company. (Refer accounting policy 2(g)(iv) for expected
the terms of those derivatives to match the terms of the hedged exposure. credit loss on trade receivable).
The year end foreign currency forward contracts and unhedged foreign currency exposures are given below:
Movement in allowances for expected credit loss:
a) Derivatives (forward contracts) outstanding as at the reporting date (in respective currency):
As at As at
Particulars
Amount as at March 31, 2022: March 31, 2022 March 31, 2021
As at March 31, 2022 As at March 31, 2021 Opening balance 69.58 2.91
Particulars of transactions Currency
Foreign currency `* Foreign currency `* 0.39 -
Addition on account of acquisition of subsidiary
Forward contracts to Purchases EUR - Trade Payable Euro 0.61 51.91 0.12 10.46
Provision made during the year (23.29) 66.67
Forward contracts to Purchases GBP - Trade Payable GBP 0.03 3.32 - -
Forward contracts to Purchases USD - Trade Payable USD 2.05 156.34 0.23 16.90 Provision written off during the year - -
*Amount in ` represents conversion at hedged rate. Closing balance 46.68 69.58
There were no forward contracts outstanding as at March 31, 2021.

b) Security deposit
b) Particulars of unhedged foreign currency exposure as at the reporting date (in respective currency): The Company also carries credit risk on lease deposits with landlords for properties taken on leases, for which
agreements are signed and property possessions are taken for operations. The risk relating to refunds after vacating
Particulars Currency the premises is managed through successful negotiations or appropriate legal actions, where necessary.
Foreign currency ` Foreign currency `
Payables:
Trade payables USD 0.12 9.94 0.97 71.22
c) Financial instruments and cash deposits
Euro 0.01 0.46 0.10 8.29 Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in
accordance with the Company’s policy. Investments of surplus funds are made only with approved counterparties and
CNY 0.10 1.25 0.06 0.67
within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Company’s Board of
GBP 0.02 1.52 - - Directors on an annual basis and may be updated throughout the year subject to approval of the Company’s Finance
Advances: Committee. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through
Advance to vendors against purchases / expense USD 0.97 73.06 1.27 92.72 a counterparty’s potential failure to make payments.
Euro 0.03 2.99 0.04 3.40
Liquidity risk
CNY 0.57 6.84 0.48 5.29
Liquidity risk is a risk that the Company may not be able to meet its financial obligations on a timely basis through its
Since the business of the Group does not involve material foreign currency transactions, its exposure to foreign cash and cash equivalents, and funds available by way of committed credit facilities from banks. Management manages
currency changes is not material. the liquidity risk by monitoring rolling cash flow forecasts and maturity profiles of financial assets and liabilities. This
c) Product price risk monitoring includes financial ratios and takes into account the accessibility of cash and cash equivalents and additional
undrawn financing facilities.
In a potentially inflationary economy, the Company expects periodical price increases across its product lines. Product
price increases which are not in line with the levels of customers’ discretionary spends, may affect the business/ sales The table below summarises the maturity profile of the Company’s financial liabilities based on contractual
volumes. In such a scenario, the risk is managed by offering judicious product discounts to customers to sustain undiscounted payments.
volumes. The Company negotiates with its vendors for purchase price rebates such that the rebates Less than 1
substantially absorb the product discounts offered to the customers. This helps the Company to protect itself Particulars Carrying value year 1 to 5 years > 5 years Total
from significant product margin losses. This mechanism also works in case of a downturn in the retail sector, although
overall volumes would get affected. As at March 31, 2022
Borrowings 3,330.34 3,321.12 9.22 - 3,330.34

Credit risk
Trade payables 3,620.54 3,620.54 - - 3,620.54
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables). Other financial liabilities 2,889.18 1,666.92 1,222.26 - 2,889.18
Lease liabilities 2,595.89 786.32 2,208.00 281.12 3,275.44

CONSOLIDATED
ARE
NOTES
NOTES

Less than 1 As at the end of the financial year, details and movements of the outstanding options are as follows:
Particulars Carrying value
year 1 to 5 years > 5 years Total
a Options granted under ESOS 2012
Total 12,435.95 9,394.89 3,439.48 281.12 13,115.50
As at March 31, 2021 As at As at
Borrowings 1,874.65 1,874.65 19.98 - 1,894.63
Options outstanding at the beginning of the year 525,930 10,075,380
Trade payables 3,162.12 3,162.12 - - 3,162.12 Options granted during the year 174,000 -
Options forfeited during the year - (30,000)
Other financial liabilities 850.13 850.13 - - 850.13
Lease liabilities 1,451.98 515.22 1,283.05 - 1,798.27 Options exercised during the year (525,930) (9,489,450)
Total 7,338.88 6,402.12 1,303.03 - 7,705.15 Options outstanding at the end of the year 174,000 525,930
Excersisable at the end of the year 174,000 525,930
For options outstanding at the end of the year:
51 Capital management: Exercise price range INR 594 - 1125 INR 100 - 650
The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern and Weighted average remaining contractual life (in years) 5.98 2.45
to optimise returns to its shareholders. For the purpose of the Company’s capital management, capital includes
issued equity capital, convertible preference shares, securities premium and all other equity reserves attributable to the b Options granted under ESOS 2017
equity holders of the Company. The primary objective of the Company’s capital management is to maximise the
shareholder value. The capital structure of the Company is based on management’s judgement of the appropriate As at As at
March 31, 2022
balance of key elements in order to meet its strategic and day-to-day needs. The Company consider the amount of
capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk Options outstanding at the beginning of the year 5,657,280 5,197,200
characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the Options granted during the year 2,026,200 2,541,000
amount of dividends paid to shareholders, return capital to shareholders or issue new shares. The Company’s policy is to Options forfeited during the year (536,000) (532,350)
maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and
market confidence and to sustain future development and growth of its business. The Company will take appropriate
steps in order to maintain, or if necessary adjust, its capital structure. Options exercised during the year (2,728,830) (1,485,270)
Options outstanding at the end of the year 4,418,650 5,657,280
As at As at
Particulars Excersisable at the end of the year 4,418,650 5,657,280
March 31, 2022 March 31, 2021
3,330.34 1,874.65 For options outstanding at the end of the year:

Gross debt
INR 594 - INR 650 -
(658.90) (835.82) Exercise price range
Less: Cash and cash equivalents 10,766.75 6,059.56
Net debt (A) 2,671.44 1,038.83 Weighted average remaining contractual life (in years) 4.92 4.81
Equity 13,399.00 4,895.69

c Fair value of options granted
Preference share capital - 3.27 The fair value of each option is estimated on the date of grant based on the following assumptions:
Total Equity (B) 13,399.00 4,898.96
ESOS 2012
Net gearing ratio* (A)/(B) 0.20 0.21 Particulars
Tranche I Tranche II Tranche III Tranche IV
*No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2022 and March 31, 2021. Dividend yield (%) Nil Nil Nil Nil
Expected life (years) 2.23 - 2.33 2.93 - 2.96 3.47 - 3.54 4.47 - 4.54
52 Employee Share Based Payment Risk free interest rate (%) 4.08% to 4.43% 4.81% to 5.14% 5.14% to 5.34% 5.40% to 5.66%
The Company has granted stock options under the employee stock option scheme- ESOS 2012 and ESOS 2017 Volatility (%) 32.57% to 32.83% 30.04% to 30.29% 28.64% to 30.04% 28.02% to 28.48%
respectively, as approved by the Board of Directors of the Company, to the eligible employees of the Company or its Fair value of shares on date of grant 594 - 1125.00
subsidiaries. These options would vest in 3 or 4 equal annual instalments from the date of grant based on the Fair value of options 140.59 - 263.37 157.56 - 299.82 172.61 - 330.68 200.74 - 376.44
vesting conditions as per letter of grant executed between the Group and the employee of the Group or its
ESOS 2017
subsidiaries. The maximum period for exercise of options is 4 years from the date of vesting. Each option when exercised Particulars
would be converted into one fully paid-up equity share of ` 1 each of the Group. The options granted under ESOS Tranche I Tranche II Tranche III Tranche IV
2012 and ESOS 2017 scheme carry no rights to dividends and no voting rights till the date of exercise. Dividend yield (%) Nil Nil Nil Nil
The fair value of the share options is estimated at the grant date using Black and Scholes Model, taking into account the Expected life (years) 2.23 - 2.33 2.73 - 2.96 3.23 - 3.54 4.23 - 4.54
terms and conditions upon which the share options were granted. Risk free interest rate (%) 4.08% to 4.77% 4.76% to 5.24% 4.76% to 5.55% 5.39% to 5.70%
Volatility (%) 32.60% to 33.45% 30.04% to 30.86 % 28.80% to 30.86% 28.02% to 29.38%
The Company has recognised an expense of ` 143.24 Mn (March 31, 2021: ` 52.60 Mn) arising from equity settled
share based payment transactions for employee services received during the year. The carrying amount of Employee stock Share price on date of grant 358.89-1125
options outstanding reserve as at March 31, 2022 is ` 155.95 Mn (March 31, 2021: ` 89.37 Mn). Fair value of options 85.74 - 263.37 91.37 - 299.82 100.65 - 330.68 118.23 - 376.44
CONSOLIDATED
ARE
NOTES
NOTES
The expected life of the share options is based on historical data and current expectations and is not necessarily indicative
54 Expenditure towards Corporate Social Responsibility (CSR) activities
of exercise patterns that may occur. The volatility is based on annualised standard deviation of the continuously
compounded rates of return based on the peer companies and competitive stocks over a period of time. The Company has SN Particulars
As at As at
determined the market price on grant date based on latest equity valuation report available with the company preceding March 31, 2022 March 31, 2021
the grant date. a Gross amount required to be spent by the Company during the year 13.78 0.76
b Amount spent during the year on the following in cash - -
The weighted average share price at the date of exercise of options exercised during the year was ` 920 (March 31, 2021: i. Construction/ acquisition of any asset - -
` 486.21). ii. On purpose other than (i) above 8.88 2.28
**The movement of options & the fair value assumptions for FY 2020-21 have been restated to give effect of share split of The amount of shortfall at the end of the year out of the amount 4.98 -
c required to be spent by the Company during the year
equity shares of face value of ` 10 each sub-divided into equity shares of face value of ` 1 each and bonus shares allotted
in the ratio of 2 bonus shares for every 1 share held vide shareholders’ approval dated July 16, 2021. d The total of previous years’ shortfall amounts; - -
e Related party transactions in relation to corporate social responsibility - -
d Expenses arising from share-based payment transactions f Provision movement during the year 4.98 -
The total expenses arising from share-based payment transactions recognised were as follows:
Unspent amount as at March 31, 2022 has been subsequently transferred to CSR Account as per the requirements
For the year ended For the year ended of Section 135(6), of the Companies Act, 2013 post balance-sheet date.
The amount during the year has been spent towards promoting education, sustainability and environmental responsibility
Stock based compensation expense determined under fair value method recognised in statement and health care including preventive health care.
143.24 52.60
of profit or loss
55 Social Security Code
53 Utilisation of IPO funds The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment
During the year, the Company has completed its Initial Public Offer (IPO) of 47,575,326 equity shares of face value of benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However,
the date on which the Code will come into effect has not been notified. The Group will assess the impact of the Code when
` 1 each at an issue price of ` 1,125 per share (including a share premium of ` 1,124 per share). A discount of ` 100
it comes into effect and will record any related impact in the period the Code becomes effective.
per share was offered to eligible employees bidding in the employee’s reservation portion of 250,000 equity shares. The
issue comprised of a fresh issue of 5,602,666 equity shares aggregating to ` 6,300 Mn and offer for sale of 56 Impact of Covid 19
41,972,660 equity shares by selling shareholders aggregating to ` 47,197 Mn. Pursuant to the IPO, the equity shares of the The Group has taken into account all the possible impacts of COVID-19 in preparation of these consolidated financial
Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on November 10, statements, including but not limited to its assessment of, liquidity and going concern assumption, recoverable values of
2021. its financial and non-financial assets, impact on revenue recognition and impact on leases. The Group has carried out this
assessment based on available internal and external sources of information upto the date of approval of these consolidated
The total offer expenses are estimated to be ` 2,423.44 Mn (inclusive of taxes) which are proportionately allocated financial statements and believes that the impact of COVID-19 is not material to these financial statements and expects
between the selling shareholders and the Company in the proportion of equity shares sold by the selling shareholders and to recover the carrying amount of its assets. The impact of COVID-19 on the consolidated financial statements may
offered by the Company. The utilisation of IPO proceeds of ` 6,009.51 Mn (net of provisional IPO expenses of differ from that estimated as at the date of approval of these consolidated financial statements owing to the nature
`290.49 Mn) is summarised below: and duration of COVID-19. The Group will continue to closely monitor any material changes to future economic
conditions.
Amount to be
Utilisation upto Unutilised as on
Particulars utilised as per 57 Subsequent events
March 31 2022 March 31, 2022
prospectus
Subsequent to the year ended March 31, 2022, on April 22, 2022, the Board of Directors of the Company has
Investment in certain of our Subsidiaries, namely, FSN Brands and / or Nykaa 4.20 415.80 approved strategic investments in Earth Rhythm Private Limited (Earth Rhythm) and Nudge Wellness Private Limited
Fashion for funding the set-up of new retail stores 420.00
(Nudge). The Company has accordingly executed a share subscription and share purchase agreement with:
Capital expenditure to be incurred by our Company and investment in certain
of our Subsidiaries, namely, Nykaa ERetail, FSN Brands and Nykaa Fashion for 420.00 13.47 406.53 1) The Company executed a Share Subscription and Share Purchase Agreement with:
funding the set-up of new warehouses • Earth Rhythm Private Limited (Earth Rhythm) to acquire upto 18.51% of the fully diluted share capital by way of
Repayment or prepayment of outstanding borrowings availed by our Company subscription and/or purchase of Compulsorily Convertible Cumulative Preference Shares and/or Equity Shares for
1,560.00 1,560.00 - a consideration of ` 416.50 Mn. The transaction has been consummated on May 04, 2022.
and one of our Subsidiaries, namely, Nykaa ERetail
Expenditure to acquire and retain customers by enhancing the visibility and
2,340.00 369.52 1,970.48
• Nudge Wellness Private Limited (Nudge), to acquire initially upto 60% (with a right to go upto 100%) of the fully
awareness of our brands diluted share capital by way of subscription and/or purchase of Equity Shares for a consideration of ` 36 Mn.
General corporate purposes 1,269.51 401.05 868.46
Total 6,009.51 2,348.24 3,661.27
2) Nykaa Fashion Private Limited (wholly owned subsidiary of the Company) entered into definitive agreements for
acquisition of the Brand “Kica” including Brand Trademark, other Intellectual Property Rights, etc. for ` 45.10
Net proceeds which were unutilised as at March 31, 2022 were temporarily invested in deposits with scheduled commercial Mn. The transaction has been consummated on May 24, 2022.
banks and kept in current account with scheduled commercial banks and monitoring agency bank account. 58 Other Statutory Information
i. The Company does not have any transactions with companies struck off.
ii. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory
period,
iii. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
iv. The Company did not have any such transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as,
search or survey or any other relevant provisions of the Income Tax Act, 1961.
59 Additional information as required under Schedule III of the Act
CONSOLIDATED
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
NOTES
330 |
March 31, 2022

% of Principal place Net Assets ('N A'), i.e. total Share in total comprehensive Share in other comprehensive
shareholding Share in profit of loss ('P&L') income ('TCI') income ('OCI')
FSN E-COMMERCE VENTURES LIMITED
of operation assets minus total liabilities

Name of Entity as at
/ country of
March 31, As a % As a %
incorporation Amount of Amount of Amount As a % of TCI Amount As a % of OCI
2022
consolidated consolidated
NA P&L
Parent
FSN E-Commerce
Ventures Limited 100% India 15,499.47 115.19% 1,035.13 250.71% 1,016.07 242.82% (19.06) (343.00%)
Subsidiary
Nykaa E-Retail Private
Limited 100% India 2,140.57 15.91% 845.84 204.86% 860.82 205.72% 14.98 269.58%
FSN Brands Marketing
Private Limited 100% India 203.81 1.51% (307.10) (74.38%) (301.99) (72.17%) 5.11 91.96%
Nykaa Fashion Private
Limited 100% India (608.66) (4.52%) (628.87) (152.31%) (624.86) (149.33%) 4.01 72.16%
Nykaa KK Beauty Private
Limited 51% India 68.11 0.51% 39.36 9.53% 39.41 9.42% 0.05 0.90%
FSN International Private
Limited 100% India 44.01 0.33% (6.19) (1.50%) (6.19) (1.48%) - -
FSN Distribution Private
Limited 100% India (48.18) (0.36%) (48.28) (11.69%) (48.28) (11.54%) - -
Dot & Key Wellness
Private Limited 51% India 457.83 3.40% (35.03) (8.48%) (35.09) (8.39%) (0.06) (1.08%)
Step down subsidiary
Nykaa International UK United
100% (10.30) (0.08%) (11.94) (2.89%) (11.34) (2.71%) 0.60 10.80%
Limited Kingdom
FSN Global FZE 100% UAE (1.17) (0.01%) (3.81) (0.92%) (3.82) (0.91%) (0.01) (0.18%)
Minority interest
257.71 1.92% 2.13 0.52% 2.12 0.51% (0.01) (0.18%)
in subsidiaries
Adjustments on
(4,548.05) (33.80%) (468.36) (113.44%) (468.41) (111.94%) (0.05) (0.96%)
consolidation
Total 13,455.15 412.88 418.44 5.56
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
NOTES
figures.
61 Previous year figures have been regrouped and reclassed wherever required to conform the same with current year
does not have any impact on the profit of the group for the respective years.
disclosed separately under other expenses for the year ended March 31, 2022 and March 31, 2021. The reclassification
60 During the year, outsourced warehouse manpower expenses has been reclassified from employee benefit expenses and
2022
Date: May 27,
Place: Mumbai
Partner
per Vineet Kedia
ICAI Firm Registration No: 101049W/E300004
Chartered Accountants
For S. R. Batliboi & Associates LLP
Partner
per A.N. Shah
Chartered Accountants
For V. C. Shah & Co.
WE ARE
WHO
WE DID
WHAT
CREATE VALUE
HOW DO WE
Date: May 27, 2022
Place: Mumbai

For and on behalf of the Board of Directors
Chief Financial Officer
Arvind Agarwal
DIN No. 00003633

Managing Director & CEO
Falguni Nayar
NYKAA
WHY
REPORTS
STATUTORY
Rajendra Punde
ACS M.No.A9785
Company Secretary
DIN No. 00394065

Director
Milan Khakhar
STATEMENTS
FINANCIAL
1
33
CONSOLIDATED
ARE
FINANCIAL PERFORMANCE (STANDALONE) FINANCIAL PERFORMANCE (CONSOLIDATED)
Particulars 2019-20 2020-21 2021-22 Particulars 2019-20 2020-21 2021-22

REVENUE ACCOUNTS (in millions) REVENUE ACCOUNTS (in millions)
Revenue from Operations 2,041.28 1,458.13 1,876.99 Revenue from operations 17,675.34 24,408.95 37,739.35
Operating EBIDTA 34.40 (28.76) 165.56 Operating EBIDTA 837.66 1,566.55 1,632.58
Depreciation and Amortisation 74.05 84.27 46.84 Depreciation and Amortisation 645.54 715.89 964.13
Finance Costs 47.79 41.21 58.87 Finance Costs 442.93 307.01 465.11
Other Income 305.00 602.50 1,157.07 Other Income 105.48 117.59 269.72
Profit Before Taxes 217.57 448.26 1,216.92 Profit Before Taxes (145.33) 661.24 473.06
Provision for Taxation 66.88 86.38 181.79 Provision for Taxation 84.66 44.76 60.18
Profit after Taxes 150.69 361.88 1,035.13 Profit after Taxes (230.00) 616.48 412.88
CAPITAL ACCOUNTS (in millions) CAPITAL ACCOUNTS (in millions)

Net Fixed Asset (including ROU assets) 181.82 128.99 164.56 Net Fixed Asset (including ROU assets) 2,334.77 2,334.80 5,077.46
Debt 347.76 243.54 313.27 Debt 2,674.76 1,874.65 3,330.34
Net Debt (607.54) (69.29) (4.47) Net Debt 1,662.84 1,038.83 2,671.44
Equity Capital 145.49 150.57 474.11 Equity Capital 145.49 150.57 474.11
Other Equity (Reserve & Surplus) 4,043.25 5,460.91 15,025.36 Other Equity (Reserve & Surplus) 3,078.56 4,748.39 12,924.89
Shareholders’ Funds 4,188.74 5,611.48 15,499.47 Shareholders’ Funds 3,231.43 4,907.30 13,455.15
RATIOS RATIOS
Book Value Per Share (`)* 9.60 12.42 32.69 Book Value Per Share (`)* 7.40 10.86 28.45
Market price Per Share (`) N/A N/A 1,688.85 Market price Per Share (`) N/A N/A 1,688.85
Earning per Share (Basic) (`)* 0.35 0.81 2.22 Earning per Share (Basic) (`)* (0.54) 1.38 0.88
Earning per Share (Diluted) (`)* 0.33 0.78 2.20 Earning per Share (Diluted) (`)* (0.51) 1.33 0.87
Market Capitalisation (in million)# N/A N/A 8,00,692 Market Capitalisation (in millions)# N/A N/A 8,00,692
Fixed Assets Turnover Ratio 0.09 0.09 0.09 Fixed Assets Turnover Ratio 0.13 0.10 0.13
Operating EBIDTA Margin 2% (2.0%) 8.8% Operating EBIDTA Margin 4.7% 6.4% 4.3%
Interest Service Coverage Ratio 0.72 (0.70) 2.81 Interest Service Coverage Ratio 1.89 5.10 3.51
Net Debt Equity Ratio (0.15) (0.01) 0.00 Net Debt Equity Ratio 0.51 0.21 0.20
Net Debt to EBIDTA (17.66) 2.41 (0.03) Net Debt to EBIDTA 1.99 0.66 1.64
* Calculated after giving effect of split of equity shares and bonus shares allotted
# as at 31 March 2022 * Calculated after giving effect of split of equity shares and bonus shares allotted
#
as at 31 March 2022
NOTICE
NOTICE NOTES:
(1) The Ministry of Corporate Affairs (“MCA”) has vide
re-appointment. Ms. Falguni Nayar, Executive
Chairperson, Managing Director and
its General Circular No. 2/2022 dated May 05, Chief Executive Officer, Ms. Adwaita Nayar,
2022 read with General Circular Nos. 21/2021 Executive Director and Mr. Anchit Nayar,
dated December 14, 2021, 02/2021 dated Executive Director, being related to Mr. Sanjay
FSN E-COMMERCE VENTURES LIMITED January 13, 2021, 20/2020 dated May 05, Nayar may be deemed to be interested in the
resolution as set out at Item No. 3 of the
(Formerly “FSN E-Commerce Ventures Private Limited”) 2020, 17/2020
dated April 13, 2020 and 14/2020 dated April Notice, to the extent of their equity
CIN: L52600MH2012PLC230136 shareholding interest, if any, in the
08, 2020 (collectively referred to as “MCA
Registered Office: 104 Vasan Udyog Bhavan, Sun Mill Compound, Tulsi Pipe Road, Company.
Circulars”) permitted the holding of the Annual
Lower Parel, Mumbai – 400013 General Meeting (“AGM”) through Video Save and except stated above, none of
Conferencing (VC) / Other Audio Visual Means the Directors / Key Managerial Personnel of
(OAVM), without the physical the
Email: [email protected] ; Website: www.nykaa.com; Phone No.: +912266149696 presence of the Members at a common Company / their relatives are, in any way,
venue. Accordingly, in compliance with the concerned or interested, financially or otherwise,
Dear Member, provisions of the Companies Act, 2013 (“the in the Business set out under Item Nos. 2 to 3
Act”), the Securities and Exchange Board of of the Notice.
India (Listing Obligations
NOTICE is hereby given that the 10th (Tenth) Annual (2) To appoint a Director in place of Mr. Anchit Nayar and Disclosure Requirements) Regulations, 2015 Company.
General Meeting of the Members of FSN E-Commerce (DIN: 08351358) who retires by rotation and being (“Listing Regulations”) and MCA Circulars, the
Mr. Sanjay Nayar, Non-Executive Director is
Ventures Limited will be held on Wednesday, August 10, eligible offers himself for re-appointment and, in this AGM of the Company is being held through VC /
interested in the Ordinary Resolution set out at Item
2022 at 05:00 p.m. (IST) through Video Conferencing / regard, to consider and if thought fit, to pass, with or OAVM.
No. 3 of the Notice, with regard to his
Other Audio-Visual Means organised by the Company, to without modification(s), the following resolution as an (2) In accordance with the Secretarial Standard-2
transact the following business: Ordinary Resolution: on General Meetings issued by the Institute of
“RESOLVED THAT in accordance with the provisions Company Secretaries of India (“ICSI”) read with
ORDINARY BUSINESS:
of Section 152 and other applicable provisions of Clarification/ Guidance on applicability of
(1) To consider and adopt the: the Companies Act, 2013, Mr. Anchit Nayar Secretarial Standards - 1 and 2 dated April 15,
(DIN: 08351358), who retires by rotation at this 2020, issued by the ICSI, the proceedings of the
(A) Standalone audited financial statements of
meeting, be and is hereby appointed as a AGM shall be deemed to be conducted at the
the Company for the financial year ended Registered Office of the Company which shall be
Director of the Company.”
March 31, 2022 together with the Reports the deemed venue of the AGM.
of the Board of Directors and Auditors (3) To appoint a Director in place of Mr. Sanjay Nayar
thereon and, in this regard, to consider and if (DIN: 00002615) who retires by rotation and being (3) As the AGM shall be conducted through VC/OAVM,
thought fit, to pass, with or without eligible offers himself for re-appointment and, in this the facility for appointment of Proxy by a Member is
modification(s), the following resolution as an regard, to consider and if thought fit, to pass, with or not available for this AGM and hence the Proxy Form
Ordinary Resolution: without modification(s), the following resolution as an and Attendance Slip including Route Map are not
Ordinary Resolution: annexed to this Notice.
“RESOLVED THAT the audited
standalone financial statements of the “RESOLVED THAT in accordance with the provisions (4) However, Institutional/Corporate Members are
Company for the financial year ended of Section 152 and other applicable provisions entitled to appoint authorised representatives
March 31, 2022 and the reports of the of the Companies Act, 2013, Mr. Sanjay Nayar to attend the AGM through VC/OAVM and cast
Board of Directors and Auditors thereon as (DIN: 00002615), who retires by rotation at this their votes through e-voting.
circulated to the members be and are hereby meeting, be and is hereby appointed as a Institutional/Corporate Members are requested to
considered and adopted.” Director of the Company.” send a certified true copy of the Board Resolution
authorising its representatives to attend and vote at
(B) Consolidated audited financial statements By order of the Board of Directors of the AGM, pursuant to Section 113 of the Act, to the
of the Company for the financial year ended FSN E-Commerce Ventures Limited Scrutiniser at csllp108@gmail. com with a copy
March 31, 2022 together with the Report of marked to [email protected].
Auditors thereon and, in this regard, to consider Rajendra Punde (5) Re-appointment of Directors:
and if thought fit, to pass, with or without Head Legal, Company Secretary &
modification(s), the following resolution as an Compliance Officer (a) Mr. Anchit Nayar, Executive Director of
Ordinary Resolution: Membership No.: A9785 the Company is interested in the Ordinary
Resolution set out at Item No. 2 of the Notice,
“RESOLVED THAT the audited with regard to his re-appointment. Ms.
consolidated financial statements of the Registered Office:
Falguni Nayar, Executive Chairperson,
Company for the financial year ended 104, Vasan Udyog Bhavan, Managing Director and Chief Executive
March 31, 2022 and the report of Auditors Tulsi Pipe Road, Officer, Ms. Adwaita Nayar, Executive
thereon as circulated to the members be Sun Mill Compound, Lower Parel, Director and Mr. Sanjay Nayar, Non –
and are hereby considered and adopted.” Mumbai, Maharashtra- Executive Director, being related to Mr. Anchit
400013 Nayar, may be deemed to be interested in
the resolution as set out at Item No. 2 of
Mumbai, July 12, 2022 the Notice, to the extent of their equity
shareholding interest, if any, in the
(b) Information required pursuant to is being given voluntarily by way of a good Further, M/s. S. R. Batliboi & Auditors, as Joint Auditors for the Financial Year
Regulation 36(3) of the Securities governance practice. Associates LLP, Chartered Accountants, ended on March 31, 2022.
and Exchange Board of India Firm Registration Number:
(Listing Obligations and Disclosure Members would recall that M/s. V. C. M/s. V. C. Shah & Co., vide letter dated June
101049W/E300004 (“S. R. Batliboi &
Requirements) Regulations, 2015 Shah & Co., Chartered Accountants, Firm 28, 2022, have “expressed their desire to
Associates LLP”) were appointed on
(“Listing Regulations”) read with the Registration Number: 109818W (“V. C. discontinue as the Joint Statutory Auditors of the
September 29, 2021, as the Statutory
applicable provisions of Secretarial Shah & Co.”) were re-appointed on Company since the statutory audits of material
Auditors of the Company to hold the office
Standard-2, in respect of the September 30, 2020, as the Statutory subsidiaries will be carried out by the other
from the conclusion of 9th (Ninth)
Directors seeking appointment / re- Auditors of the Company to hold the office auditor”.
Annual General Meeting until the
appointment, is provided at the end of from the conclusion of 8th (Eighth)
conclusion of 14th (Fourteenth) Annual The Audit Committee at its Meeting held on June
this Notice as Annexure – A. Annual General Meeting until the
General Meeting to be held for FY 2025- 28, 2022, considered the resignation given by M/s.
conclusion of 13th (Thirteenth) Annual V. C. Shah & Co. and noted the reasons stated in
(6) The following additional information, 26.
General Meeting to be held for FY the said resignation letter. The Audit Committee
although not related to any resolutions 2024-25. The Company, thus, had two Statutory
placed before the Annual General meeting, noted that

NOTICE
the M/s. V. C. Shah & Co. have not raised any concern or issue. The Audit Committee also placed on record its
appreciation of M/s. V. C. Shah & Co. for their valuable contribution to the Company with quality audit processes and (8) Documents open for inspection: 2022 at 05:00 p.m. IST. The remote e-voting
standards of auditing. The Board of Directors of the Company has vide its resolution dated July 12, 2022 confirmed module shall be disabled by NSDL thereafter.
(a) All the documents referred to in the
the decisions of the Audit Committee and taken on record the resignation of M/s. V. C. Shah & Co., as the Statutory Once the vote on a resolution is cast by
accompanying Notice shall be available for
Auditors of the Company. the Member, the Member shall not be
electronic inspection without any fee by
allowed to change it subsequently. The
the members from the date of
M/s. V. C. Shah & Co. will however issue their limited review report on the financial statements of the Company Members who have casted their vote by
circulation of this Notice up to the date
(Standalone and Consolidated) for quarter ended June 30, 2022 in compliance with Para 6(A) (ii) of SEBI remote e-voting prior to the AGM may also
of AGM, i.e., August 10, 2022. Members
circular No. CIR/CFD/CMD1/114/2019 dated October 18, 2019. attend / participate in the AGM through
seeking to inspect such documents can send
VC / OAVM but shall not be entitled to
With effect from the financial statements of the Company (Standalone and Consolidated) for quarter ended an email to
cast their vote again.
September 30, 2022, M/s. S. R. Batliboi & Associates LLP, will act as the sole Statutory Auditors of the [email protected].
Company till the expiry of their term i.e., conclusion of 14th (Fourteenth) Annual General Meeting to be held for (d) The Members, whose names appear in the
(b) The Register of Directors and Key Managerial
FY 2025-26. Register of Members or in the Register
Personnel and their shareholding
of Beneficial Owners (in case of
Given below for reference are the details of the Statutory Auditors of the Company and its subsidiaries, after maintained under Section 170 of the Act and
electronic shareholding) maintained by the
considering the changes as indicated above, effective from the financial statements of the Company the Register of Contracts or Arrangements
depositories as on the cut-off date i.e.,
(Standalone and Consolidated) for quarter ending September 30, 2022: in which the directors are interested,
August 03, 2022, are entitled to vote on the
Status of the entity for the quarter maintained under Section 189 of the Act Resolutions set forth in this Notice. Voting
and the Certificate from M/s. S.N. Rights shall be reckoned
Statutory Auditors Ananthasubramanian &
Name of the Entity ending on September 30, 2022 Co., Company Secretaries, Secretarial on the paid-up value of equity shares registered
FSN E-Commerce Ventures Limited Holding Company M/s. S. R. Batliboi & Associates LLP, Auditors of the Company certifying that in the name of the Members as on the cut- off
Nykaa E-Retail Private Limited Material Subsidiary date i.e., August 03, 2022. A person who
Chartered Accountants the ESOP Schemes of the Company
is not a Member as on the cut-off date
FSN Brands Marketing Private Limited Material Subsidiary are being implemented in accordance with
should treat this Notice of AGM for
the Securities and Exchange Board of
information
India
Nykaa Fashion Private Limited Non-material Subsidiary M/s. V. C. Shah & Co., Chartered (Share Based Employee Benefits and Sweat purpose only.
Nykaa-KK Beauty Private Limited Non-material Subsidiary Accountants Equity) Regulations, 2021, will be In case of joint holders, the Member whose name
FSN International Private Limited Non-material Subsidiary available electronically for inspection by the appears as the first holder in the order of names
Non-material Subsidiary members during the AGM. as per the Register of Members of the Company
FSN Distribution Private Limited
(9) Instructions for Members for remote e-voting and will be entitled to vote at the AGM.
Dot & Key Wellness Private Limited Non-material Subsidiary
e-voting during the AGM: (e) Any person holding shares in physical
(7) Electronic dispatch of Annual Report and process for registration of email ID for obtaining copy of Annual Report: demat holdings with the respective DPs
by following the procedure prescribed by (a) Pursuant to the provisions of Section 108 of the Act read
(a) In compliance with the MCA Circulars and SEBI Circular No. SEBI/HO/CFD/CMD2/CIRP/P/2022/62 dated the DPs for receiving all communications with Rule 20 of the Companies (Management and
May 13, 2022 (collectively referred to as “Circulars”), notice of the AGM along with the Annual Report for from the Company electronically. Administration) Rules, 2014 (as amended), Regulation
the financial year 2021-22 is being sent only through electronic mode to those members whose email 44 of Listing Regulations (as amended) and the applicable
addresses are registered with the Company and/or with Depository Participants (DPs). In case any member is MCA Circulars, the Company is pleased to provide
desirous of obtaining physical copy of the Annual Report for the financial year 2021-22 and Notice of a facility to the Members to cast their votes using an
the 10th AGM of the Company, he/she may send a request to the Company by writing at electronic voting system from any place before the
[email protected] or Link Intime India Private Limited (“Link Intime”) at meeting (“remote e-voting”) and during the meeting in
[email protected]. respect of the resolutions proposed in this Notice.
Members may note that the Notice and the Annual Report for the financial year 2021-22 will also be (b) In order to increase the efficiency of the voting process and
available on the Company’s website at www.nykaa.com, websites of the Stock Exchanges on which the equity in terms with SEBI Circular No.
shares of the Company are listed i.e. National Stock Exchange of India Limited (www.nseindia.com) and SEBI/HO/CFD/CMD/CIR/P/2020/242
BSE Limited (www.bseindia.com), website of National Securities Depository Limited (“NSDL”) dated December 09, 2020, demat account holders
at www.evoting.nsdl.com and on the website of Registrar and Transfer Agent (“RTA”) i.e. Link are being provided a single login credential, through
Intime at https://linkintime.co.in/. their demat accounts/ websites of Depositories/
Depository Participants. Demat account holders would
(b) Process for registration of email ID for obtaining Notice of the AGM along with the Annual Report:
now be able to cast their vote without having to register
Those persons who are Members of the Company as on Cut-off date for dispatch of AGM Notice along with the again with the e-voting service providers, thereby
Annual Report i.e., July 08, 2022 and who have not yet registered their e-mail with the Depository facilitating seamless authentication and convenience of
Participants (“DPs”) (if shares held in electronic form)/ Company (if shares held in physical form) are requested participating in the e-voting process.
to get their e-mail addresses registered to receive the Notice of the AGM along with the Annual Report for
(c) NSDL will be providing facility for voting through
the financial year 2021-22 by completing the process as under:
remote e-voting. The remote e-voting period
Members holding share(s) in physical mode: by registering e-mail address with Link Intime. Click the link in commences on August 05, 2022 from 09:00 a.m. IST
their website www.linkintime.co.in at the Investor Services tab, choose the E-mail Registration heading and and ends on August 09,
follow the registration process as guided therein. The Members are requested to provide details such as Name,
DP ID, Client ID/ PAN, mobile number and e-mail id. In case of any query, a member may send an e-mail to
Link Intime at [email protected]
Members holding share(s) in electronic mode: by registering / updating their e-mail ID in respect of
form and non-individual shareholders, who acquires shares of the Company and becomes (f) In case of Individual 10 under “Login method for e-voting and
member of the Company after the notice is send through e-mail and holding shares as of Shareholders holding joining virtual AGM for individual shareholders
the cut-off date i.e., August 03, 2022, may obtain the login ID and password by sending a securities in demat mode and holding securities in demat mode”.
request at [email protected] or Issuer/RTA. However, if you are already registered with who become a member of the
(10) Procedure for remote e-voting and e-voting during
NSDL for remote e-voting, then you can use your existing user ID and password for casting your Company after sending of the
vote. If you forgot your password, you can reset your password by using “Forgot User Notice and hold share(s) as of the AGM:
Details/Password” or “Physical User Reset Password” option available on www.evoting. the cut-off date may follow The detailed process and manner for accessing and
nsdl.com or call on toll free no. 1800 1020 990 and 1800 22 44 30. steps mentioned below in Note participating in the 10th AGM through VC/OAVM

NOTICE
facility and voting through electronic means including

redirected to NSDL e-voting website (2) After successful authentication, user will be provided links for the respective ESP where the e-voting
remote e-voting are explained herein below:
wherein you can see e-voting page. is in progress.
STEP 1: ACCESS TO NSDL E-VOTING SYSTEM
(3) Click on options available against (iii)Securities held in demat mode login through DPs
(A) Login method for e-voting and joining virtual Company name or e-voting
(1) You can also login using the login credentials of your demat account through your DP registered with
AGM for individual shareholders holding service provider – NSDL and you
NSDL/CDSL for e-voting facility.
securities in demat mode is given below: will be redirected to e-voting
website of NSDL for casting your (2) Once logged-in, you will be able to see e-voting option. Once you click on e-voting option, you will be
(i) Individual Shareholders holding securities
vote during the remote e-voting redirected to NSDL/CDSL site after successful authentication, wherein you can see e-voting
in demat mode with NSDL
period or joining virtual meeting & feature.
(a) Users registered for NSDL IDeAS facility: voting during the meeting.
(3) Click on options available against Company name or ESP – NSDL and you will be redirected to
(1) Open web browser by typing the (d) Shareholders/Members can also download e-voting website of NSDL for casting your vote during the remote e-voting period.
following URL: https://eservices.nsdl. NSDL Mobile App “NSDL Speede” facility
Important note: Members who are unable to retrieve User ID/Password are advised to use Forgot User ID and Forgot
com/ either on a Personal Computer by scanning the QR code mentioned below
Password option available at respective websites.
or on a mobile. Once the home page for seamless voting experience.
of e-Services is launched, click For Technical Assistance
(ii) Individual Shareholders holding securities
on the ‘Beneficial Owner’ icon
in demat mode with Central Depository Members facing any technical issues related to login may reach out the respective depositories helpdesk by sending
under ‘Login’ which is available
Services (India) Limited [“CDSL’] a request on the e-mail id’s or contact on the phone nos. provided below:
under ‘IDeAS’ section.
(a) Users who have opted for Easi/Easiest:
Login type Helpdesk details Login type Helpdesk details
(2) A new screen will open. Enter Securities held with NSDL Please contact NSDL helpdesk Securities held with CDSL Please contact CDSL helpdesk by
your User ID and Password. After by sending a request at [email protected] or sending a request at [email protected] or
successful
authentication, you will be able to call at toll free nos.: 1800-1020-990 and 1800-224-430. call at toll free nos.: 022- 23058738 or 022-23058542-43.
see e-voting services. Click on
‘Access to e-voting’ under e-voting (B) Login method for e-voting and joining virtual meeting for shareholders other than individual:
services and you will be able to see How to login to NSDL e-voting website?
e-voting page.
(1) Visit the e-voting website of NSDL. Open web browser by typing the following URL:
(3) Click on options available against https://www.evoting. nsdl.com/ either on a personal computer or on a mobile phone.
Company name or e-voting
service provider – NSDL and you (2) Once the home page of e-voting system is launched, click on the icon ‘Login’ which is available under
will be redirected to NSDL e-voting ‘Shareholder/Member’ section.
(1) Shareholders can login through
website for casting your vote during their User id and Password. (3) A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification
the remote e-voting period or Option will be made available to Code as shown on the screen.
joining virtual meeting & voting reach e-voting website without
during the meeting. (4) Alternatively, if you are registered for NSDL e-Services i.e. IDeAS, you can login at https://eservices.nsdl.
any further authentication. The URL com/ with your existing IDeAS login. Once you login to NSDL e-Services after using your login credentials,
(b) Users not registered for IDeAS e-Services: for users to login to Easi/Easiest are click on e-voting and you can proceed to Step 2 i.e., cast your vote electronically.
Option to register is available at https://web.
cdslindia.com/myeasi/home/login or (5) Your User ID details are given below:
https:// eservices.nsdl.com. Select
www.cdslindia.com and click on New
‘Register Online for IDeAS’ Portal or
click at
https://eservices.nsdl.com/SecureWeb/
IdeasDirectReg.jsp System Myeasi. Manner of holding shares i.e. Demat (NSDL/ Your User ID is:
(c) Visit the e-voting website of NSDL:
(2) After successful login of Easi/Easiest CDSL) or Physical
the user will be also able to see the a) For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client ID
(1) After successfully registering on e-voting Menu. account with NSDL. For example: if your DP ID is IN300*** and Client ID is 12******
IDeAS, visit the e-voting website of (b) Users who have not opted for Easi/Easiest: then your User ID is IN300***12******.
NSDL. Open web browser by typing b) For Members who hold shares in demat 16 Digit Beneficiary ID
the following URL: https://eservices. Option to register for Easi/Easiest is For example: if your Beneficiary ID is 12************** then your
account with CDSL
available at https://web.cdslindia.com/
nsdl.com/ either on a Personal myeasi/Registration/EasiRegistration User ID is 12**************
Computer or on a mobile. Once
c) For Members holding shares in Physical EVEN number followed by folio number registered with the
the home page of e-voting (c) Visit the e-voting website of NSDL: Form. Company
system is launched, click on the (1) account number and PAN at https:// For example: if folio number is 001***
icon ‘Login’
which is available under ‘Shareholder/ demat account number held will be
Member’ section. with NSDL), Password/OTP
and a Verification Code as
(2) A new screen will open. Enter
shown on the screen. After
your User ID (i.e., your sixteen-digit
successful authentication, you
evoting.cdsl india.com/Evoting/ (a) If you are already registered for e-voting, then you can use your existing password to login and
EvotingLogin. The system will cast your vote.
authenticate the user by sending OTP ID is 120459001***
on registered mobile number and e-
(6) Your password details are given
mail id as recorded in their demat
below:
account.

NOTICE
(b) If you are using NSDL e-voting system home page of e-voting will open.
for the first time, you will need to STEP 2: CAST YOUR VOTE ELECTRONICALLY AND explained at step 1 (A) i.e. Login
JOIN GENERAL MEETING ON NSDL E-VOTING method for e-voting and joining virtual
retrieve the ‘initial password’ which was
SYSTEM. meeting for Individual Shareholders
communicated to you by NSDL.
(A) How to cast your vote electronically and join AGM on holding securities in demat mode.
Once you retrieve your ‘initial
password’, you need to enter the ‘initial NSDL e-voting system? (c) In terms of SEBI circular dated
password’ and the system will force December 09, 2020 on e-voting
(i) After successful login at Step 1, you will be able to
you to change your password. facility provided by Listed Companies,
see all the companies ‘EVEN’ in which you are
Individual Shareholders holding
(c) How to retrieve your ‘initial holding shares and whose voting cycle and General
securities in demat mode are allowed
password’? Meeting is in active status.
to vote through their demat account
(i) If your email id is registered in (ii) Select ‘EVEN’ of Company for which you wish to maintained with Depositories and
your demat account or with the cast your vote during the remote e-voting period DPs. Shareholders are required to
Company, your ‘initial password’ is and casting your vote during the General Meeting. update their mobile number and e-mail
communicated to you on your email id. For joining virtual meeting, you need to click on ID correctly in their demat account in
Trace the email sent to you from NSDL ‘VC/OAVM’ link placed under ‘Join Meeting’. order to access e-voting facility.
in your mailbox from (C) The instructions for members for e-voting
(iii) Now you are ready for e-voting as the voting page
[email protected]. Open the on the day of the AGM are as under:
opens.
email and open the attachment i.e. a
.pdf file. The password to open the .pdf (iv) Cast your vote by selecting appropriate options (a) The procedure for e-voting on the
file is your 8-digit Client ID for i.e. assent or dissent, verify/modify the number of day of the AGM is same as mentioned
NSDL account, last 8 digits of shares for which you wish to cast your vote and click on above for remote e-voting.
Beneficiary ID for CDSL account ‘Submit’ and also ‘Confirm’ when prompted. (b) Only those Members, who will be
or folio no. for shares held in present in the AGM through
(v) Upon confirmation, the message ‘Vote cast
physical form. The .pdf file contains VC/OAVM facility and have not
successfully’ will be displayed.
your ‘User ID’ and your ‘initial casted their vote on the Resolutions
password’. (vi) You can also take the printout of the votes cast by through remote e-voting and are
you by clicking on the print option on the otherwise not barred from doing so, shall
(ii) In case you have not registered your
confirmation page. be eligible to vote through e-voting
email address with the Company/
Depositories, please follow instructions (vii) Once you confirm your vote on the resolution, you system in the AGM.
mentioned below in this Notice. will not be allowed to modify your vote. (c) Members who have voted through
(7) If you are unable to retrieve or have not (B) Process for those Shareholders whose e-mail ids are not remote e-voting will be eligible to
received the ‘initial password’ or registered with the depositories for procuring user id and attend the AGM. However, they will not
have forgotten your password: password and registration of e-mail ids for e-voting for the be eligible to vote at the AGM.
(a) Click on ‘Forgot User Details/ resolutions set out in this Notice: (d) In case of any queries, you may refer
Password?’ (If you are holding (a) Members whose shares are held in physical form are the Frequently Asked Questions
shares in your demat account with requested to provide folio no., name of (FAQs) for Shareholders and e-voting
NSDL or CDSL) option available shareholder, scanned copy of the share certificate user manual for Shareholders available
on www.evoting.nsdl.com. b. (front and back), PAN (self attested scanned copy at the download section of
‘Physical User Reset Password?’ of PAN card), AADHAR (self attested scanned www.evoting.nsdl.com or call on toll
copy of Aadhar Card) by e-mail to evoting@nsdl. free no.: 1800 1020 990 and 1800
(b) (If you are holding shares in physical
co.in. 22 44 30 or send a request to Mr.
mode) option available on www.evoting.
Amit Vishal, Assistant Vice-President,
nsdl.com. (b) Members whose shares are held in demat mode are NSDL at [email protected].
(c) If you are still unable to get the requested to provide DPID- CLID (16 digit DPID
+ CLID or 16 digit beneficiary ID), name, client (11) Procedure for joining the 10th AGM through
password by aforesaid two options, VC/ OAVM:
you can send a request at evoting@ master or copy of Consolidated Account statement,
nsdl.co. in mentioning your PAN (self attested scanned copy of PAN card), (a) The Company has engaged the services of
demat account number/folio no., AADHAR (self attested scanned copy of Aadhar NSDL e-voting system as the authorized
PAN, name and registered address. Card) to evoting@nsdl. co.in. If you are an agency for conducting of the AGM through
Individual shareholder holding securities in demat VC/OAVM and providing e-voting facility
(d) Members can also use the OTP based mode, you are requested to refer to the login during the AGM.
login for casting the votes on the method
e-voting system of NSDL. (b) Members may note that the VC/OAVM
facility, allows participation of at least 1,000
(8) After entering your password,
members on a first-come-first-served basis
click on agree to ‘Terms and
and shall open 30 minutes before the time
Conditions’ by selecting on the
scheduled for the AGM. However, the
check box.
participation of members holding 2% or
(9) Now, you will have to click on more shares, promoters, and Institutional
‘Login’ button. Investors, directors, key managerial personnel,
chairpersons of Audit Committee,
(10) After you click on the ‘Login’ button,
Stakeholders Relationship Committee,
Nomination and Remuneration e-voting system. After successful login, you can AGM, you may refer the Frequently Asked
Committee and Auditors are not (c) Members are encouraged to join the see link of “VC/OAVM link” placed under “Join Questions (“FAQs”) for shareholders and
restricted on first-come-first- Meeting through Laptops / Desktops General Meeting” menu against the Company e-voting user manual for shareholders available
serve basis. with Google Chrome (preferred name. You are requested to click on VC/OAVM at the download section of www.evoting.nsdl.com
browser), Safari, Internet Explorer, link placed under Join General Meeting menu. or can:
Microsoft Edge, Mozilla Firefox 22. The link for VC/OAVM will be available in
• Send a request at
(d) Members joining the AGM from Shareholder/ Member login where the EVEN
[email protected] or use toll free
their mobile devices or tablets or (120459) of Company will be displayed.
no.: 1800 1020 990 or
through laptops connecting via mobile (f) Members who do not have the User ID and 1800 224 430; or
hotspot may experience audio/ Password for remote e-voting and e-voting
video loss due to fluctuation in their • Contact Mr. Amit Vishal, Assistant Vice-
or have forgotten the User ID and Password
respective network. It is therefore President, NSDL at the designated e-mail
may retrieve the same by following the remote e-
recommended to use stable Wi-Fi ID: [email protected]; or
voting instructions mentioned in the Notice.
or LAN connection to mitigate any Further, Members can also use the OTP based • Contact Ms. Pallavi Mhatre, Senior
kind of aforesaid glitches. login for logging into the e-voting system of Manager, NSDL at the designated e-mail
(e) Member will be provided with a facility NSDL. ID: [email protected]
to attend the AGM through (g) The attendance of the Members attending the (12) Procedure to raise questions/seek clarifications with
VC/OAVM through the NSDL e- AGM through VC/OAVM will be counted for respect to Annual Report at the ensuing 10th AGM:
voting system. Members may attend the purpose of reckoning the quorum under
the AGM by following the steps (a) Members are encouraged to express
Section 103 of the Companies Act, 2013.
mentioned above for access to NSDL their views/send their queries in advance
(h) Members who need assistance before or during the mentioning

NOTICE
their name, DP ID and Client ID/folio no., email

ID, mobile no. at nykaacompanysecretary@ authorized by her after completion of (17) In accordance with the provisions of Section 72 of the Act and SEBI circulars, the facility for nomination is
nykaa.com. Questions/queries received by the the scrutiny of the e-voting, and the available for the members of the Company in respect of the shares held by them. Members who have not
Company till 05:00 p.m. (IST) on August 06, results will be announced not later than 48 yet registered their nomination are requested to register the same by submitting the Form No. SH-13. If a
2022 shall only be considered and (forty-eight) hours of the conclusion of the member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/she may submit
responded during the AGM. AGM. Subject to receipt of requisite the same in Form No. ISR-3 or Form No. SH-14, as the case may be. The said forms are available on the
number of votes, the resolutions shall be Company’s website at https://www.nykaa.com/media/wysiwyg/2021/Investors-Relations/pdfs/investor-
(b) Members who would like to express their views deemed to be passed on the date of the service-request/ investor-service-request.pdf.
or ask questions during the AGM may register AGM.
themselves as a speaker, by following the steps Members are requested to submit the said details to their respective DP, in case the shares are held by them in
(c) The voting results along with the Scrutiniser’s dematerialised form and to the Company/Link Intime, in case the shares are held by them in physical form.
mentioned at note no. 10 “Step 1: Access to
NSDL e-voting system” till 05:00 p.m. Report will be displayed at the
(IST) on August 06, 2022. After Registered Office of the Company,
successful login, members will be able to communicated to the Stock Exchanges
By order of the Board of Directors of
register themselves as a Speaker viz. BSE Limited (www.bseindia.com) FSN E-Commerce Ventures Limited
Shareholder by clicking on the link available and National Stock Exchange of India
against the EVEN (120459) of the Limited (www.nseindia.com) and additionally Rajendra Punde
Company. be uploaded on the Company’s website: Head Legal, Company Secretary &
www.nykaa.com and on the website of NSDL: Compliance Officer
(c) The Company reserves the right to restrict the https://www.evoting.nsdl.com/. Membership No.: A9785
number of speakers depending on the availability
of time for the AGM and avoid repetition Others:
of questions, as appropriate for smooth conduct Registered Office:
(15) As per Regulation 40 of Listing Regulations,
of the AGM. All shareholders attending the as amended, securities of listed companies can 104, Vasan Udyog Bhavan,
AGM will have the option to post their be transferred only in dematerialized form with Tulsi Pipe Road,
comments / queries through a dedicated Chat effect from April 01, 2019, except in case of Sun Mill Compound, Lower Parel,
box that will be available below the Meeting request received for transmission or Mumbai, Maharashtra- 400013
Screen. transposition of securities. In view of this and to
eliminate all risks associated with physical Mumbai, July 12, 2022
(13) The recorded transcript of the AGM will be hosted on
the website of the Company post the AGM. shares and for ease of portfolio management,
members holding shares in physical form are
(14) Declaration of voting results: requested to consider converting their holdings to
(a) The Board of Directors have appointed dematerialized form. Members can contact the
Mr. Sachin Sharma (Membership No. Company or Company’s RTA, Link Intime for
46900/CP. No. 20423), Designated assistance in this regard.
Partner, M/s. Sharma and Trivedi LLP (16) SEBI vide its Circular no. SEBI/HO/MIRSD/
(LLPIN: AAW- 6850), Company MIRSD_RTAMB/P/CIR/2022/8 dated January
Secretaries, Mumbai or failing him Mr. 25, 2022 has mandated the listed companies
Dinesh Trivedi (Membership No. 23841/CP. to issue securities in dematerialised form only
No. 22407), Designated Partner, M/s. while processing certain prescribed service
Sharma and Trivedi LLP (LLPIN: AAW- requests. Accordingly, the members are
6850), Company Secretaries, Mumbai as requested to make service request by submitting a
the Scrutinizer to scrutinize the remote e- duly filled and signed Form No. ISR-4, the format of
voting and e-voting at AGM process in a which is available on the Company’s website at
fair and transparent manner. They have https://www.nykaa.com/
communicated their willingness to be media/wysiwyg/2021/Investors-Relations/pdfs/
appointed and will be available for the said investor-service-request/investor-service-request.
purpose. pdf and on the website of Link Intime at
(b) The Scrutinizer will submit the results to https:// linkintime.co.in/. Members are requested
Executive Chairperson, Managing Director to note that any service request would only be
and CEO of the Company or any processed after the folio is KYC Compliant.
person
NOTICE
ANNEXURE - Particulars Mr. Anchit Nayar Mr. Sanjay Nayar
A
DETAILS OF DIRECTORS RETIRING BY ROTATION / SEEKING APPOINTMENT / RE-APPOINTMENT AT In case the director is a past N.A. N.A.
THE MEETING employee, whether the
said director was appointed
Particulars Mr. Anchit Nayar Mr. Sanjay Nayar on the Board after the
Completion of 5 years
Designation Executive Director Non-Executive Director cooling off period
Director Identification 08351358 00002615 Detail of Remuneration 3.75 million Nil
Number amount drawn
Date of Birth 16/08/1990 (31 years) 13/10/1960 (61 years) Detail of Remuneration Shareholders pursuant to their resolution dated Nil
(Age in years) Date of joining the Board proposed July 16, 2021, had approved:
13/08/2019 09/04/2021 - Fixed Pay: H 20 million p.a.
Qualification Bachelor’s degree from Columbia University • Bachelor’s degree in science in mechanical - Variable Pay: 0.5% of profit before tax of
engineering from the University of Delhi the Company on a consolidated basis, subject
• Post-graduate diploma in management to applicable statutory limits.
from the Indian Institute of Management, - Perquisites / Benefits: Standard perquisites
Ahmedabad. and benefits as per Company’s policy in
this
Expertise in specific Mr. Anchit Nayar has more than 10 years Over 37 years of experience in the banking, and regard
functional area of experience in various roles of private equity - Further increments and revisions: To be
investment banking, marketing and reviewed annually in accordance with
management of beauty
business performance, market and applicable
Term & Condition Executive Director of the Company, liable to Non-Executive Director of the Company, liable statutory limits.
retire by rotation to retire by rotation
Directorships along Current Directorships: Current Directorships:
Profile Mr. Anchit Nayar has previously served as Mr. Sanjay Nayar has over 37 years of
the vice president of the Investment Banking with entities from which • Nykaa E- Retail Private Limited • FSN Distribution Private Limited
experience in the banking, and private equity.
Division at Morgan Stanley, New York. He the person has resigned in • FSN International Private Limited
He was associated with Citibank N.A. for over • FSN Brands Marketing Private Limited
is currently responsible for the beauty business the past three years • Heritage View Developers Private Limited
23 years, where he also served as the as
• Dot & Key Wellness Private Limited • Sealink View Probuild Private Limited
and also serves as a member of the investor Chief Executive Officer of the bank in India
relations team. He joined FSN Brands over six years. He was chief executive Entities from which resigned in past three years: • Sea View Probuild Private Limited
Marketing Private Limited in 2018 as the officer of KKR India Advisors Private • Epimoney Private Limited
• Nykaa Fashion Private Limited
chief executive officer and has overseen the Limited from 2009 to 2020. Presently he • Radiant Life Care Private Limited
expansion of retail Nykaa stores. He was also serves as a chairman of KKR India. • Grameen Impact Investments India Private
the chief marketing officer of our Company Limited
• CSEP Research Foundation
for the period from May 31,
2020 to January 12, 2021. • Seynse Technologies Private Limited
Number of meetings 17 16 • Indian School of Business
attended during the year • Pratham Institute for Literacy Education
As the full-time Anchit Nayar is Chief Executive Officer of N.A. and Vocational Training
employments of the Nykaa E-Retail Private Limited, wholly owned • Sanjay & Falguni Nayar Foundation
Directors will be subsidiary of FSN E-Commerce Ventures • Nykaa Foundation
counted in the Number Limited and is also responsible for beauty • Avendus Capital Private Limited
of Board membership business of Nykaa group. • Nykaa International UK Limited
for giving voting decision, With regard to the above and in opinion of the • Pratham Education Foundation
Disclosure regarding Board, he will be able to devote full time to Entities from which resigned in past three
such full-time the business of the Company and its group years:
employments of Directors, entities.
if Board is of the • Max Financial Services Limited
opinion that the director • J B Chemicals and Pharmaceuticals Limited
will be able to devote • Coffee Day Enterprises Limited
• Max Healthcare Institute Limited
sufficient time along with
the reason
for such opinion.
• Indigrid Investment Managers Limited
Whether atleast 75% Yes Yes
• Valleyview Probuild Private Limited
Board Meetings have been
• KKR India Financial Services Limited
attended in past 3 years by • KKR India Advisors Private Limited
the director
• KKR Capital Markets India Private Limited
• Re Sustainability Limited
• Coffee Day Global Limited

NOTICE
Particulars Mr. Anchit Nayar Mr. Sanjay Nayar NOTES

Name of the entity FSN E-Commerce Ventures Limited: FSN E-Commerce Ventures Limited:
in which the Director • Audit Committee - Member • Risk Management Committee –
holds memberships • Stakeholders Relationship Committee – Chairperson
& Chairpersonship of Member • Fundraise & Investment Committee –
Committee Member
• Fundraise & Investment Committee –
Member • Corporate Social Responsibility &
Nykaa E-Retail Private Limited: Environmental, Social and
Governance Committee – Member
• Corporate Social Responsibility Committee
– Chairperson Avendus Capital Private Limited:
• Audit & Risk Committee– Chairperson
• Nomination & Remuneration Committee
– Chairperson
Pratham Education Foundation:
• Audit and Finance Committee –
Chairperson
– Chairperson
Indian School of Business:
• Audit and Finance Committee –
Chairperson
- Chairperson
Companies which displayed Nil Nil
poor governance practices
and oversight, on which the
said director was a Board
member or that he
failed in discharging
fiduciary responsibilities
in other
Companies
Whether they are No No
promoter director of any
Company whose
performance has
been continuously
deteriorating
No. of shares held in the 1,60,080 equity shares 10,58,18,920 equity shares held through
Company as on March Sanjay Nayar Family Trust
31, 2022 (Including
shareholding as a beneficial
owner)
Number of Promoter 4 4
family members on the
Board of the Company
Relationship with other • Son of Ms. Falguni Nayar and Mr. Sanjay • Spouse of Ms. Falguni Nayar
Directors / KMP Nayar • Father of Mr. Anchit Nayar and Ms.
• Brother of Ms. Adwaita Nayar Adwaita Nayar
Reputational Risk, if Nil Nil
any, associated with
the said Director or any
transactions associated
in a manner prejudicial to
minority shareholders
Director's political Nil Nil
linkages,
if any
NOTES
“I started Nykaa at the age of 50 with no
experience in beauty or fashion or retail or
technology. With that, to everyone across India
who's ever had a dream, especially all women
with a dream - I hope the Nykaa journey, an
Indian born, Indian owned and Indian managed
dream come true - can inspire each of you to be
the Nayaka of your lives.”
-Falguni Nayar

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In the

INTEGRATED REPORT 2021-22

CONTENTS IN THE SPOTLIGHT. EVERYDAY.

71% YoY 55% YoY

`413 MILLION 5 MILLION

INTEGRATED REPORT 2021-22 | 1

Reporting Council (IIRC) (now the Value Reporting

2 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 3

Lifestyle brand and platform

Business model for Nykaa

CAPITALS WE USE OUR OUTPUT VALUE WE CREATE

Financial capital ₹ 13,399 mn Equity, including

Industry trends Page 48

influencers customers, communities ct n

8 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 9

10 | FSN E-COMMERCE VENTURES LIMITED

Dot & Key

Nykaa Naturals is a naturally-

with the goodness of trusted natural actives.

Founded in 2019, Kay Beauty is a brand born of our

12 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 13

16 | FSN E-COMMERCE VENTURES LIMITED

INTEGRATED REPORT 2021-22 |

Charlotte is one of the UK’s

INTEGRATED REPORT 2021-22 | 19

20 | FSN E-COMMERCE VENTURES LIMITED

NYKAA Technology Platform

Users Ad Tech and Discovery • Launched pilot project to power our

Apps Webs Warehouse Logistics

Products Catalogs Price and Cart

INTEGRATED REPORT 2021-22 | 23

Brands & Sellers

• Automate ad publishing workflow

FY 2021-22 FY 2021-22 • Seamless integration between social platforms, APIs

• Creators can now publish content to

• Build capability for sellers/brands to give

24 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 25

OUR BOARD OF DIRECTORS

FALGUNI NAYAR SANJAY NAYAR

ALPANA PARIDA PRADEEP PARAMESWARAN

COMMITTEES Chairperson Member

Audit Nomination & Corporate Social Stakeholders Risk Fundraise &

Min (years) Max (years) Average (years)

Total tenure of Independent Directors on the Board 3 5 4

28 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 29

FALGUNI NAYAR ADWAITA NAYAR SANJAY SURI ARVIND AGARWAL

ANCHIT NAYAR MANOJ JAISWAL SURENDER MEHTA

30 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 31

navigate a wide assortment

education through creative Explore

for our customers. Subscribers as of channels and shop for featured

Post views in FY 2022

32 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 33

Financial review and message from the CFO.....38

WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL

Letter from the

36 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 37

Keeping our fundamentals strong Building on stakeholder confidence

FY 2021 24,409 FY 2021 9,483 38.9 CFO’s Commentary

55% 48% In terms of our business verticals, our beauty vertical