Your Board of Directors ("Board") are pleased to present the 13 ^th (Thirteenth) Annual Report of FSN E-Commerce Ventures Limited
("your Company” or "the Company” or "Nykaa”) together with the Audited Financial Statements of the Company, for the financial
year ended March 31, 2025 ("the year under review” or "the year” or "FY25”).

Financial Performance — An Overview

(C in crores)

* Restated on account of acquisition of business through slump sale, Scheme of Amalgamation and Scheme of Arrangement.

REVIEW OF OPERATIONS

During the year under review, the Standalone income of your
Company increased to C577.28 crores as compared to C497.16
crores in the previous year, registering a growth of 16%. The
Standalone profit after tax for the year was C97.36 crores as
compared to C121.02 crores in the previous year registering a
decrease of 20%.

During the year under review, the Consolidated income of the
Group increased to ?7,977.08 crores compared to ?6,415.56
crores in the previous year, registering growth of 24%. The
Consolidated profit for the period for the Group was C72.07 crores
as compared to C39.74 crores in the previous year registering
an increase of 81%.

The operating and financial performance of your Company has
been covered in the Management Discussion and Analysis Report
which forms part of the Annual Report.

DETAILS OF MATERIAL CHANGES AND
COMMITMENTS FROM THE END OF THE
FINANCIAL YEAR

There were no material changes and commitments affecting the
financial position of your Company, which have occurred between
end of the FY25 and the date of this report.

RESERVES

Your Board has decided to retain the entire amount of profit
for FY25.

DIVIDEND

Your Board has not recommended any dividend on the equity
shares of the Company for financial year ended March 31, 2025,
as the Company is in growing stage and would require funds to
support its growth objectives.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("the Listing Regulations”), your Company has
formulated a Dividend Distribution Policy, with an objective to
provide the dividend distribution framework to the stakeholders
of the Company. The policy sets out various internal and external
factors, which shall be considered by the Board in determining
the dividend pay-out. The policy is available on the website of
the Company at Dividend Distribution Policy.

SHARE CAPITAL

The details of changes in paid-up equity share capital during the
year under review, are as under:

STANDALONE AND CONSOLIDATED FINANCIAL
STATEMENTS

The Audited Standalone and Consolidated Financial Statements
of the Company, for the financial year ended March 31, 2 025, are
prepared, in accordance with the requirements of the Companies
(Indian Accounting Standards) Rules, 2015 (Ind-AS) notified under
Section 133 of the Companies Act, 2013 ("Act”) read with relevant
Rules and other accounting principles. The Consolidated Financial
Statement has been prepared based on the financial statements
received from Subsidiaries and an Associate company, as approved
by their respective Board of Directors.

STRATEGIC INITIATIVES DURING THE YEAR
UNDER REVIEW AND TILL THE DATE OF THIS
REPORT

Your Company strives to create and enhance the value for its
stakeholders through synergising and optimising its business
operations and thus, in line with your Company's value of
'Be Better Everyday', the following strategic initiatives were
taken during the year under review:

A. DEMERGER OF E-B2B BUSINESS FROM FSN
DISTRIBUTION LIMITED TO NYKAA E-RETAIL
LIMITED

Your Board, at its meeting held on February 06, 2024,
approved Scheme of Arrangement between FSN
Distribution Limited and Nykaa E-Retail Limited, wholly
owned subsidiaries of the Company, and their respective
shareholders and creditors.

Nykaa E-Retail Limited primarily has an inventory led
business model of selling beauty and personal care products
of its own brands as well as third party brands through
online channels i.e., its own online platforms and websites.
FSN Distribution Limited has a B2B inventory led business
model of selling beauty and personal care products through
its distribution networks using online as well as offline sales
channels. The Scheme comprised of demerger of online B2B
beauty business from FSN Distribution Limited to Nykaa E-
Retail Limited. Post demerger, residual business of offline
B2B business i.e. general / modern trade business would
continue in FSN Distribution Limited.

This demerger would facilitate synergy in operations such as
effective utilisation of warehouse and office space, synergy

in technology cost and overheads. It would further result in
consolidation of online beauty business under one entity,
leading to reduction in compliances and intercompany
transactions and improved customer experience.

The Hon'ble National Company Law Tribunal, Mumbai
approved the scheme of arrangement vide its order
dated May 9, 2025. The Appointed date for the Scheme
of Amalgamation is April 01, 2024, and the Scheme is
operationalised with effect from May 29, 2025.

Pursuant to the Scheme, 10,000 equity shares of ?10 each
(fully paid up) of Nykaa E-Retail Limited will be issued and
allotted to FSN E-Commerce Ventures Limited.

B. AMALGAMATION OF ILUMINAR MEDIA
LIMITED WITH NYKAA FASHION LIMITED

Your Board had at its meeting held on May 22, 2024,
approved Scheme of Amalgamation of Iluminar Media Limited
with Nykaa Fashion Limited.

Iluminar Media Limited ('Transferor Company'), inter alia,
had been engaged in the business of digital media marketing
and advertising services on online portal. The Transferor
Company is a wholly owned subsidiary of Nykaa Fashion
Limited. Nykaa Fashion Limited is engaged in the business
of selling and distribution of fashion garments and fashion
accessories through online channels i.e., its online platforms
or websites, other online applications and retail outlets,
general trade and modern trade. Nykaa Fashion Limited is
a wholly owned subsidiary of the Company.

The Scheme would result in streamlining of the corporate
structure and consolidation of assets and liabilities, drive
synergies in technology, infrastructure and collaboration
with all the stakeholders of the companies, facilitate more
efficient utilisation of capital for enhanced development and
growth of the consolidated business in one entity, easier
implementation of corporate actions through simplified
compliance structure, cost savings through legal entity
rationalisation and consolidation of support functions &
business processes, elimination of duplicate expenses, and
would also improve management oversight.

The Hon'ble National Company Law Tribunal, Mumbai
approved the Scheme vide its order dated May 27, 2025.
The Appointed date for the Scheme of Amalgamation is April
01, 2024, and the Scheme is operationalised with effect
from May 29, 2025.

As the Scheme of Amalgamation is between Nykaa Fashion
Limited with its wholly owned subsidiary company - Iluminar
Media Limited, there will not be any issuance of shares
pursuant to the Scheme. Post the Scheme becoming
effective (i.e., from May 29, 2025), Iluminar Media Limited
stands dissolved and ceases to exist as a separate legal entity.

C. INCREASED STAKE IN "DOT & KEY WELLNESS
LIMITED"

Your Board, at its meeting held on August 13, 2024, approved
further acquisition of 39% stake in "Dot & Key Wellness
Limited” (formerly "Dot & Key Wellness Private limited)

as per the terms of the Shareholder Agreement dated
September 19, 2021 and January 09, 2024, respectively.
All the necessary conditions as per the said Documents
and the Share Purchase Agreement were completed by the
Company during the financial year under review.

The Company acquired additional 5,030 equity shares on
March 28, 2025. Accordingly, the Company currently holds
-90% of equity shares in "Dot & Key Wellness Limited”.

Dot & Key is engaged in the business of manufacturing,
marketing, branding and sale of skincare and personal care
products, including serums, toners, cleansers, face masks
and face creams. Dot & Key has also launched products
in the nutraceuticals category. The products are listed on
Company's and other online retailers' platforms as well as
available in physical retail stores. Following this investment,
Dot & Key became one of Company's owned brands and
this investment would allow the Company to expand its
skincare, personal care and nutraceuticals offerings.

D. INCREASED STAKE IN "EARTH RHYTHM
PRIVATE LIMITED"

Your Board at its meeting held on August 13, 2024 approved
entering into Share Subscription & Shareholders' Agreement
('SSHA') and Share Purchase Agreement ('SPA') with Earth
Rhythm Private Limited ('Earth Rhythm') to acquire its
issued and paid-up share capital by way of subscription
and/or purchase of Compulsory Convertible Cumulative
Preference Shares and/ or Optionally Cumulative Redeemable
Preference Shares and Share Warrants, through primary as
well as secondary issuances. Post this subscription, your
Company holds -74.63% of the issued and paid-up share
capital of Earth Rhythm on a converted basis, in accordance
with the terms and conditions of the above-mentioned
SSHA and SPA.

Earth Rhythm is a personal care brand which manufactures
and sells sustainable/non-toxic beauty products on their
website and other e-commerce websites. This additional
investment would not only strengthen your Company's
product portfolio into sustainable beauty segment but also
solidify its positioning in the growing market for products
that are committed to efficacy as well as the planet.

E. ACQUISITION OF WESTERN WEAR AND
ACCESSORIES BUSINESS BY WAY OF SLUMP
SALE FROM NYKAA FASHION LIMITED

Your Board, at its meeting held on May 22, 2024, had approved
the proposal to acquire the Western Wear and Accessories
business of Nykaa Fashion Limited ("Transferor Company”),
which is a wholly owned subsidiary of the Company, as a
going concern on a slump sale basis, in accordance with
the business transfer agreement ("BTA”) entered between
the Company and the Transferor Company. The total cost
of acquisition was approximately C133.7 crores.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE
COMPANIES

As on March 31, 2025, the Company has Eleven direct subsidiaries
and Ten step-down subsidiaries. The status of Dot & Key Wellness
Limited was converted from private limited company to public
limited company during the year under review.

During the year under review, Nykaa Essentials Private Limited
was incorporated as a wholly owned subsidiary of the Company.

The following step-down subsidiaries were incorporated during
FY25 by Nessa International Holdings Limited, a step-down
subsidiary of the Company:

(i) Nysaa Distribution FZE., JAFZA, UAE

(ii) Nysaa Cosmetics Trading, Qatar

(iii) Nysaa Trading LLC, Saudi Arabia

(iv) Nysaa Cosmetics SPC, Oman

(v) Nysaa International for Wholesale and Retail Trade Co.
SPC, Kuwait

Pursuant to the provisions of Section 129(3) of the Act read
with the Companies (Accounts) Rules, 2014 and in accordance
with applicable accounting standards, a statement containing
the salient features of financial statements of your Company's
subsidiaries in Form No. AOC-1 is annexed as Annexure — I to
this Report.

In accordance with the provisions of Section 136 of the Act
and the amendments thereto, and the Listing Regulations,
the Audited Financial Statements, including the Consolidated
Financial Statements and related information of the Company
and financial statements of your Company's subsidiaries have
been placed on the website of your Company at https://www.
nvkaa.com/investor-relations/lp

Your Company has formulated a Policy for determining Material
Subsidiaries pursuant to the Listing Regulations. The said policy is
available on the website of the Company at Policy for determining
Material Subsidiary

During the year under review, Nykaa E-Retail Limited and FSN
Brands Marketing Private Limited were material subsidiaries of the
Company as per Regulation 16 and Regulation 24 of the Listing
Regulations, which required appointment of one of the Company's
independent directors on the board of the material subsidiaries.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Management Discussion and Analysis Report for the year under
review, as stipulated under the Listing Regulations, is presented
in a separate section, forming a part of the Annual Report.

INTEGRATED ANNUAL REPORT

In compliance with the SEBI circular dated February 06, 2017, your
Company has voluntarily published the Integrated Annual Report,
which includes both financial and non-financial information and is

based on the International Integrated Reporting Framework. This
report covers aspects such as organisation's strategy, governance
framework, performance and prospects of value creation based
on the seven forms of capitals viz. financial capital, manufactured
capital, intellectual capital, human capital, social & relationship
capital, digital capital and natural capital.

An Integrated Report intends to give a holistic picture of an
organisation's performance and prospects to the providers of
financial capital and other stakeholders. It is thus widely regarded
as the future of corporate reporting. Your Board acknowledges its
responsibility for the integrity of the report and the information
contained therein.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT ('BRSR')

The BRSR, including BRSR Core consisting of Key Performance
Indicators and the reasonable assurance statement by TUV India
Private Limited, for the year under review, as stipulated under
Regulation 34(2)(f) of the Listing Regulations, describing the
initiatives taken by your Company from social and governance
perspective, forms an integral part of the Annual Report as
'Annexure — VII'.

CORPORATE GOVERNANCE

Your Company embeds sound Corporate Governance practices
and constantly strives to adopt emerging best practices. It has
always been the Company's endeavour to excel through better
Corporate Governance alongwith fair and transparent practices.
A Report on Corporate Governance forms part of this Report as
Annexure — II'.

M/s. S. N. Ananthasubramanian & Co., Company Secretaries,
the Secretarial Auditors of the Company vide their certificate
dated May 29, 2025, have confirmed that the Company is and
has been compliant with the conditions stipulated in Chapter
IV of the Listing Regulations. The said certificate is annexed as
'Annexure — III' to this Report.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025 in
Form MGT - 7 in accordance with Section 92(3) and Section
134(3)(a) of the Act, as amended from time to time and the
Companies (Management and Administration) Rules, 2014, has
been uploaded on the website of the Company at https://www.
nykaa.com/annual-report/lp.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Act, with
respect to Directors' Responsibility Statement, the Directors of
the Company confirm that:

a) In the preparation of the annual accounts for the year ended

March 31, 2025, the applicable accounting standards had
been followed and there have been no material departures
from the same;

b) They had selected such accounting policies and applied them
consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at March 31, 2025
and of the profits of the Company for the year ended on
that date;

c) They had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets
of the Company and for preventing and detecting fraud and
other irregularities;

d) They had prepared the annual accounts on a going
concern basis;

e) They had laid down internal financial controls to be followed
by the Company and such internal financial controls were
adequate and operating effectively; and

f) They had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems
were adequate and operating effectively.

AUDITORS AND THEIR REPORT

(i) Statutory Auditors

M/s. S. R. Batliboi & Associates LLP, Chartered Accountants
(Firm Registration No. 101049W/E300004), were
re-appointed as Statutory Auditors of the Company at
the 9 ^th AGM of the Company held on September 29, 2021,
to hold office till the conclusion of the 14^th AGM to be held
for FY26.

In terms of Section 139 and 141 of the Act and relevant
Rules prescribed thereunder, M/s. S. R. Batliboi & Associates
LLP, Chartered Accountants have confirmed that they
are not disqualified from continuing as Auditors of the
Company. The Auditors have also confirmed that they have
subjected themselves to the peer review process of Institute
of Chartered Accountants of India (ICAI) and hold a valid
certificate issued by the Peer Review Board of the ICAI.

The Auditors have issued an unmodified opinion on the
Financial Statements for the FY25 and the Auditor's Report
forms part of this Annual Report. The Auditor's Report does
not contain any qualification, reservation or adverse remark.

(ii) Secretarial Auditors

In compliance with Regulation 24A of the Listing Regulations
and Section 204 of the Act read with Rule 9 of Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Board at its meeting held on May 30,
2025, based on recommendation of the Audit Committee,
approved the appointment of M/s. S. N. Ananthasubramanian
& Co., Practising Company Secretaries, a peer reviewed
firm (Firm Registration No. P1991MH040400) as
Secretarial Auditors of the Company for a term of five
consecutive financial years commencing from FY26 till

FY30, subject to approval of the Members at the ensuing
AGM. Resolution seeking their appointment along-with other
details as required under Regulation 36(5) of the Listing
Regulations forms part of the Notice of Thirteenth Annual
General Meeting.

Further, in compliance of Regulation 24A of the Listing
Regulations, Company's unlisted material subsidiaries also
undergo Secretarial Audit and the Secretarial Audit Reports
of the Company and its unlisted material subsidiaries thereto,
in the prescribed Form No. MR-3, have been attached as
Annexure — IV, IV(A) and (B) forming part of this Report.

The Secretarial Auditors Reports of the Company and of
the Material Subsidiaries do not contain any qualification,
reservation, adverse remark or disclaimer.

REGISTRAR AND TRANSFER AGENT

During the year under review, Link Intime India Private Limited,
Registrar and Transfer Agent ("RTA”) of the Company has changed
its name to 'MUFG Intime India Private Limited' ("MIIPL") with effect
from December 31, 2024. MIIPL is now the RTA of the Company.

DISCLOSURES IN TERMS OF THE PROVISIONS OF
THE ACT & THE LISTING REGULATIONS

A. Board of Directors ("Board")

(i) Number of meetings

The Board met 5 (Five) times during the year under review.
The details of such meetings are disclosed in the Corporate
Governance Report forming part of this Annual Report.

The maximum interval between any two meetings did not
exceed 120 days.

(ii) Directors retiring by rotation

In accordance with the provisions of the Act and the
Articles of Association of the Company, Ms. Adwaita Nayar,
(DIN:07931382), Executive Director and Mr. Milan Khakhar,
(DIN:00394065), Non - Executive (Non-Independent)
Director, are due to retire by rotation at the ensuing
Annual General Meeting and being eligible, have offered
themselves for re-appointment. The Board of Directors, on
the recommendation of the Nomination and Remuneration
Committee ('NRC'), has approved and recommended their
re-appointment.

Resolution seeking their re-appointment along-with their
profile and other details as required under Regulation 36(3)
of the Listing Regulations forms part of the Notice of
Thirteenth Annual General Meeting.

(iii) Board Evaluation

In sync with Nykaa value of "Be Better Everyday", the
Nomination and Remuneration Committee / Board of
Directors reviewed the Board evaluation framework and
process for the FY25 to further strengthen the criteria,
parameters and sharpness of rating/feedback for Board,
its Committees & its individual Directors.

Pursuant to applicable provisions of the Act and the Listing
Regulations, the Board, in consultation with its Nomination
and Remuneration Committee, has formulated a framework
containing, inter alia, the criteria for performance evaluation
of the entire Board of the Company, its Committees and its
individual Directors, including Independent Directors. The
framework is monitored, reviewed and updated by the Board,
in consultation with the Nomination and Remuneration
Committee, in accordance with the compliance requirements.

The annual performance evaluation of the Board, its
Committees and each Director has been carried out for
the FY25 in accordance with the framework. The details
of evaluation process of the Board, its Committees and its
individual Directors, including Independent Directors have
been provided under the Corporate Governance Report
which forms part of this Report.

The Policy on Board of Directors' Evaluation Framework
can be accessed at: Policy on Board of Director's
Evaluation Framework.

(iv) Declaration of Independence

The Company has received necessary declaration from each
Independent Director of the Company stating that:

(i) they meet the criteria of independence as provided
in Section 149(6) of the Act and Regulation 16(1)(b)
of the Listing Regulations; and

(ii) as required vide Rule 6 (1) & (2) of the Companies
(Appointment and Qualifications of Directors) Rules,
2014 they have registered their names in the
Independent Directors' Databank maintained by the
Indian Institute of Corporate Affairs.

Based on the declarations received from the Directors,
the Board confirms, there has been no change in the
circumstances affecting their status as Independent
Directors of the Company. In the opinion of the Board,
the Independent Directors are competent, experienced,
proficient and possess necessary expertise and integrity to
discharge their duties and functions as Independent Directors.

(v) Familiarisation programme for Independent
Directors

Disclosure pertaining to familiarisation programme
for Independent Directors is provided in the Corporate
Governance Report forming part of this Annual Report.

B. Committees of the Board

The Board has constituted five committees which are
mandated by the Act and the Listing Regulations, viz.

(i) Audit Committee,

(ii) Nomination and Remuneration Committee,

(iii) Stakeholders' Relationship Committee,

(iv) Risk Management Committee

(v) Corporate Social Responsibility & Environmental, Social,
and Governance Committee.

In addition to the said committees, the Board has also
constituted Fundraise and Investment Committee.

During the year, all recommendations of the Committees
were approved by the Board. Details of all the Committees,
along with their charters, composition and meetings held
during the year, are provided in the Corporate Governance
Report forming part of this Annual Report.

C. Directors and Key Managerial Personnel

During the year, following were the changes in Directors:

1. Mr. Pradeep Parameswaran (DIN: 07206780) was
re-appointed as an Independent Director of the
Company, for a second term of 3 (Three) years
commencing from July 15, 2024, vide special resolution
passed through Postal Ballot.

2. Mr. Seshashayee Sridhara (DIN: 09247644) was
re-appointed as an Independent Director of the
Company, for a second term of 3 (Three) years
commencing from July 26, 2024, vide special resolution
passed through Postal Ballot.

3. Mr. Santosh Desai (DIN: 01237902) was appointed
as an Independent Director of the Company, for the
first term of 3 (Three) years commencing from July
15, 2024, by vide special resolution passed through
Postal Ballot.

4. Ms. Alpana Parida (DIN: 06796621) ceased to be an
Independent Director of the Company w.e.f. July 14,
2024, due to completion of her term as an Independent
Director of the Company.

In accordance with the provisions of Sections 2(51) and
203 of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the
following are the Key Managerial Personnel of the Company:

(a) Ms. Falguni Nayar - Executive Chairperson, Managing
Director and Chief Executive Officer.

(b) Mr. P. Ganesh - Chief Financial Officer.

(c) Mr. Neelabja Chakrabarty - Company Secretary &
Compliance Officer.

There were no changes in the Key Managerial Personnel of
the Company during the year under review.

None of the Company's Directors are disqualified from being
appointed as a director as specified in Section 164 of the
Act. All Directors have further confirmed that they are not
debarred from holding the office of a director under any
order from SEBI or any other authority.

During the year under review, the Non-Executive Directors
(including Independent Directors) of the Company
had no pecuniary relationship or transactions with the
Company, other than receipt of sitting fees, commission,
reimbursement of expenses incurred by them for the purpose
of attending meetings of the Board and its Committees
or other Company events and any other transactions as
approved by the Audit Committee or the Board which have

been disclosed under the Notes to Accounts. For more
details about the Directors, please refer to the Corporate
Governance Report.

D. Remuneration of Directors and Employees

Disclosure comprising particulars with respect to the
remuneration of Directors and employees and other details,
as required in terms of the provisions of Section 197(12)
of the Act and Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is
annexed as "Annexure - V" to this Report.

In terms of the provisions of Section 197(12) of the Act read
with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
statement showing the names of the top ten employees in
terms of remuneration drawn and names and other particulars
of the employees drawing remuneration in excess of the
limits set out in the said rules forms part of this Report.

Pursuant to the provisions of the second proviso to
Section 136(1) of the Act, the Annual Report, excluding
the aforesaid information, is being sent to the Members
of the Company. Any Member interested in obtaining
such information may write to the Company Secretary at
nvkaacompanvsecretarv@nvkaa.com.

Your Company has adopted 'Remuneration Policy for
Directors, Key Managerial Personnel and other Employees'
which sets out criteria for the remuneration for Directors
and Key Managerial Personal and the same can be accessed
at: Remuneration Policy for Directors, Key Managerial
Personnel and Other Employees

E. Vigil Mechanism/Whistle-Blower

Your Company is committed to highest standards of business
ethics and integrity and ensuring compliance to applicable
laws. Your Company continues to believe in conducting its
affairs in a fair and transparent manner by adopting highest
standards of honesty, integrity, professionalism and ethical
behaviour. Your Company has established a Vigil Mechanism/
Whistle-blower Policy in accordance with the provisions of
the Companies Act, 2013 and the Listing Regulations with
a view to provide a platform and mechanism for employees,
Directors and other stakeholders of the Company to report
actual or suspected unethical behaviour, fraud or violation
of the Company's Code of Conduct, ethics, principles and
matters specified in the policy without any fear of retaliation,
and also provide for direct access to the Chairperson of the
Audit Committee as the case may be, in exceptional cases.
Your Company is committed to developing a culture where
it is safe for all persons covered under the Code and enables
access to raise concerns without any fear of retaliation
regarding potential violation.

Employees and other stakeholders are encouraged to report
actual or suspected concerns or violations of applicable laws
and regulations and the Code of Conduct. Such genuine
concerns or violations are called 'Protected Disclosures'
which can be raised by a Whistle-blower to "Speak-up
Helpline” (an external independent agency or agencies

appointed by the Company to receive and attend to the
Protected Disclosures through toll-free number / e-mail /
web portal), established in terms of the Policy.

The Company affirms compliance with the Whistle-Blower
Policy/Vigil Mechanism. All Employees and Directors have
access to the Chairperson of the Audit Committee in
appropriate and exceptional circumstances and it is affirmed
that no person has been denied access to the Chairperson
of the Audit Committee.

The policy is available on the Company's website and can
be accessed at: Whistle-Blower Policy/ Vigil Mechanism.

F. Corporate Social Responsibility ('CSR')

A brief outline of the CSR Philosophy, salient features of the
CSR Policy of the Company, the CSR initiatives undertaken
during the FY25 together with progress thereon and the
report on CSR activities in the prescribed format, as required
under Section 134(3)(o) read with Section 135 of the Act
and the Companies (Corporate Social Responsibility Policy)
Rules, 2014, are set out in 'Annexure - VI' to this Report
and the CSR Policy can be accessed on the website of the
Company at CSR Policy.

G. Employee Stock Option Scheme and Share
Based Employee Benefits

Your Company grants employee stock options that would
enable the employees to share the value they create for
the Company in the years to come. Accordingly, pursuant
to the approval of Board and Members of the Company
and in terms of the provisions of applicable laws, your
Company has formulated Employees Stock Options Scheme

- 2012 ("ESOS 2012”), FSN Employees Stock Scheme -
2017 ("ESOS 2017”), FSN E- Commerce Ventures Limited

- Employee Stock Option Plan 2022” ("ESOP 2022”) and
FSN E-Commerce Ventures Limited - Employee Stock Unit
Plan 2022 ("RSU Scheme”) for grant of stock options to
eligible employees.

The Nomination and Remuneration Committee of the
Company, inter alia, administers and monitors the ESOS
& RSU Schemes, in accordance with the Securities and
Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 ("SBEB Regulations”).
During the year under review, there is no material change in
the ESOS & RSU Schemes, and they have been in compliance
with the provisions of SBEB Regulations and other applicable
provisions of law.

The applicable disclosures as stipulated under Regulation
14 of SBEB Regulations with regard to the ESOP & RSU
Schemes of the Company are available on the website of
the Company at https://www.nvkaa.com/annual-report/lp

A certificate from M/s. S. N. Ananthasubramanian & Co.,
Company Secretaries, the Secretarial Auditor of the
Company, confirming that the aforesaid ESOP & RSU

Schemes have been implemented in accordance with the
SBEB Regulations, will be open for inspection at the ensuing
Annual General Meeting.

H. Investor Education and Protection Fund
('IEPF')

The Company, till date, is not required to transfer any amount
to the IEPF Account in terms of the provisions of the Act
and the Rules thereunder.

I. Related Party Transactions

All transactions with related parties were reviewed and
approved by the Audit Committee and were in accordance
with the Policy on Materiality of Related Party Transactions
and on dealing with Related Party Transactions and the
Related Party Framework, formulated and adopted by the
Company. Prior omnibus approval is obtained for transactions
which are of a repetitive nature and are in the ordinary course
of business and at arm's length pricing.

All contracts/arrangements/transactions entered by the
Company during the year under review with related parties
were in the ordinary course of business and on arm's length
pricing. During the year under review, the Company had
not entered into any contract/ arrangement/ transaction
with related parties which could be considered material in
accordance with the Policy of the Company, the Act and the
Listing Regulations or which are required to be reported in
Form AOC-2 in terms of Section 134(3) (h) read with Section
188 of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014. Accordingly, there are no transactions that
are required to be disclosed in Form AOC-2.

The Company's Policy on Materiality of Related Party
Transactions and on dealing with Related Party Transactions
is available on the website of the Company at Related Party
Transaction Policy.

The details of the related party transactions as per Indian
Accounting Standards (IND AS) - 24 are set out in the
Standalone Financial Statement of the Company. Your
Company in terms of Regulation 23 of the Listing Regulations
submits, within the stipulated time, disclosures of related
party transactions, in the specified format to the stock
exchanges. The said disclosures can be accessed on the
website of the Company at RPT Disclosure.

J. Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and
Outgo

Considering the nature of business of your Company,
the particulars with respect to conservation of energy
and technology absorption required pursuant to Section
134(3)(m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, are not applicable to the Company.

The foreign exchange earnings and outgo are as below:

K. Risk Management

Your Company has a risk management framework which
proactively identifies, assess and mitigates risks, supporting
decision making across various levels of the Company.

To effectively mitigate risks that impact our strategic
business objectives, we have employed an Enterprise¬
wide Risk Management framework ('ERM') by adapting the
frameworks of COSO Enterprise Risk Management (ERM)
framework 2017 and also ISO 31000 Risk Management
framework, to support proactive identification, assessment,
prioritisation, management and monitoring of risks that could
have a material impact on the achievement of Company's
business objectives, while also formulating relevant risk
mitigation strategies which helps protecting our assets,
and support informed decision making which will reduce
the impact of any adverse events.

The Board of Directors of the Company has also formed a Risk
Management Committee to frame, implement, and monitor
the risk management plan for the Company. The Committee
is responsible for reviewing the risk management plan and
ensuring its effectiveness. The Committee considers the
risks that impact the mid-term to the long-term objectives
of the business, including those which are reputational
in nature.

The Company endeavours to continually strengthen its Risk
Management systems and processes in line with a rapidly
changing business environment. There were no risks which
in the opinion of the Board threaten the existence of the
Company. Details of various risks faced by your Company are
provided in the Management Discussion & Analysis Report.

Your Company has framed and implemented a Risk
Management Policy in terms of the provisions of Regulation 21
of the Listing Regulations, for assessment and minimisation
of risk, including identification of elements of risk, if any,
which may threaten the existence of the Company. The
policy can be accessed at Risk Management Policy.

L. Internal Financial Control

According to Section 134(5)(e) of the Act the term Internal
Financial Control (IFC) means the policies and procedures
adopted by the Company for ensuring the orderly and
efficient conduct of its business, including adherence to
company's policies, safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and completeness
of the accounting records, and timely preparation of reliable
financial information. The Act also mandates the need for an
effective internal financial control system in the Company
which should be adequate and shall operate effectively. Rule
8(5)(viii) of Companies (Accounts) Rules, 2014 requires the
information regarding adequacy of internal financial control

with reference to the financial statements to be disclosed
in the Board's report.

The Company has adequate internal financial control system
over financial reporting ensuring that all transactions are
authorised, recorded, and reported correctly in a timely
manner inorder to provide reliable financial information
and to comply with applicable accounting standards which
commensurate with the size and volume of business of
the Company.

The key internal financial controls have been
documented, automated wherever possible and embedded
in the respective business processes. Assurance to the
Board on the effectiveness of internal financial controls is
obtained through 3 Lines of Defence which include:

(a) Management reviews and self-assessment.

(b) Continuous control monitoring by functional
experts; and

(c) Independent design and operational testing by an
external professional firm.

The Company believes that these systems provide reasonable
assurance that the Company's internal financial controls
are adequate and are operating effectively as intended.
During the year under review, such controls were tested
by the Statutory Auditors of the Company and no material
weaknesses or significant deficiencies in the design or
operations were observed and reported by the Statutory
Auditors. Details of the internal controls system are provided
in the Management Discussion & Analysis Report.

M. Policy on Directors' Appointment and
Remuneration

In terms of Section 178 of the Act and Regulation 19 of
the Listing Regulations, the Board of your Company, on
recommendation of the NRC, had adopted a "Remuneration
Policy for Directors, Key Managerial Personal and other
employees” ('Remuneration Policy') and "Policy on
Board Diversity”.

The Company's Remuneration Policy is directed towards
designing remuneration so as to attract, retain, and reward
talent who will contribute to long-term success of the
Company and build value for its shareholders. Objective
of Board Diversity Policy is to ensure that the Board is
fully diversified and comprises of an ideal combination
of Executive and Non-Executive Directors, including
Independent Directors, with diverse backgrounds.

The salient features of the policies are outlined in the
Corporate Governance Report and the policies are made
available on the Company's website, which can be accessed
at https://www.nykaa.com/policies.

N. Particulars of Loans, Guarantees and
Investments

Particulars of loans given, investments made, guarantees
given and securities provided under Section 186 of
Companies Act, 2013 along with the purpose for which
the loan or guarantee or security provided is proposed to be

utilised by the recipient has been provided in the Standalone
Financial Statement.

O. Disclosure under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

In compliance with the requirement of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013 and rules made thereunder, your Company has
adopted a Prevention of Sexual Harassment Policy for the
prevention of sexual harassment and constituted Internal
Complaints Committee (ICC) to deal with complaints relating
to sexual harassment at workplace. For details of complaints
received during the year, kindly refer to relevant disclosures
in the Corporate Governance Report which forms part of
the Annual Report.

P. Environment & Safety

Your Company is conscious of the importance of
environmentally clean and safe operations and has accordingly
framed and adopted Health, Safety and Environment
(HSE) Policy which can be accessed at Health, Safety and
Environment Policy. The Company's policy requires conduct
of operations in such a manner that it ensures safety of all
concerned, compliances of environmental regulations and
preservation of natural resources.

Your Company is committed to the highest standards
of health, safety and environment practices within the
organisation and the extended areas within our influence,
with an aim to provide safe and healthy working environment
to our employees, customers, business partners, suppliers
and visitors.

During the year under review, the Company continued its
waste management efforts through various environment
friendly measures i.e., use of eco-friendly packaging material,
recycling of plastic waste and redesigning packaging
to reduce plastic waste. Scrap disposal was in line with
industry benchmarks.

GENERAL

Your Directors state that no disclosure or reporting is required

in respect of the following items as there were no transactions/

events on these items during the year under review:

• There was no change in the nature of business of your
Company as stipulated under Rule 8(5)(ii) of Companies
(Accounts) Rules, 2014.

• Your Company has not accepted any deposits from the public
falling under Section 73 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014.

• No significant or material orders were passed by the Regulators
or Courts or Tribunals, which impact the going concern status
and Company's operations in future.

• No issuance of shares (including sweat equity shares) to
employees of the Company under any scheme save and except
Employees' Stock Options Schemes referred to in this Report.

• No fraud has been reported by the Auditors to the Audit
Committee or the Board under Section 143(12) of the Act.

• There is no application made or proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during FY25.

• The Company has not made any one-time settlement for the
loans taken from the Banks or Financial Institutions.

• Your Company has not issued equity shares with differential
rights as to dividend, voting or otherwise; and

• Your Company has not raised funds through preferential
allotment or qualified institutions placement as per Regulation
32(7A) of the Listing Regulations.

SECRETARIAL STANDARDS

During the year under review, your Company has complied with
the Secretarial Standard 1 and 2 on 'Meetings of the Board of
Directors' and on 'General Meetings', respectively, issued by
the Institute of Company Secretaries of India and notified by
the Ministry of Corporate Affairs, in terms of Section 118(10)
of the Act.

MAINTENANCE OF COST RECORDS

Your Company is not engaged in the business of production
of goods or providing of services as specified in Rule 3 of the
Companies (Cost Records and Audit) Rules, 2014 ("Rules”).
Accordingly, the requirement of maintaining cost records in
accordance with Section 148(1) of the Act read with the Rules
is not applicable to the Company for the period under review.

ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation for the
assistance, co-operation and encouragement extended to the
Company by its' customers, business partners, brands, bankers,
authorities and other stakeholders.

The Directors take this opportunity to place on record their warm
appreciation for the valuable contribution, untiring efforts and
spirit of dedication demonstrated by the employees and officers
at all levels, in ensuring an excellent all- around operational
performance. We applaud them for their superior levels of
competence, solidarity, and commitment to the Company. The
Directors would also like to thank the shareholders for their
wholehearted support and contribution. We look forward to their
continued support in future.

For and on behalf of the Board of Directors

Falguni Nayar

Executive Chairperson, Managing Director & CEO

DIN: 00003633

Place: Rome, Italy
Date: May 30, 2025