Your Board of Directors ("Board") is pleased to present the Fourteenth (14^th) Board's 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, 2026 (“the year under review" or “the year" or “FY 2025-26").

FINANCIAL PERFORMANCE - AN OVERVIEW

REVIEW OF OPERATIONS

During the year under review, the Standalone income of your
Company stood at ' 545.84 crore as compared to ' 577.28
crore in the previous year, registering a correction of 5.45%.
The Standalone profit after tax for the year stood at ' 87.86
crore as compared to ' 97.36 crore in the previous year
registering a correction of 9.75%.

During the year under review, the Consolidated income of
the Group increased to ' 10,055.12 crore compared to
' 7,977.08 crore in the previous year, registering growth
of 26.05%. The Consolidated profit for the period for the
Group was ' 203.94 crore as compared to ' 72.07 crore
in the previous year registering an increase of 182.97 %.

The operating and financial performance of your Company
has been covered in the Management Discussion and
Analysis Report which forms part of the Board's 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 FY 2025-26 and the date of this report.

RESERVES

Your Board has decided to retain the entire amount of profit
for FY 2025-26 in the statement of profit and loss.

DIVIDEND

Your Board has not recommended any Dividend on the
Equity Shares of the Company for financial year ended
March 31, 2026.

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 ("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 / parameters, which shall be considered by the Board
in determining the dividend pay-out. The policy is available
on the website of the Company atDividend 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, 2026, 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, 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 a Scheme of Arrangement between FSN
Distribution Limited and Nykaa E-Retail Limited,
wholly-owned subsidiaries of the Company, and their
respective shareholders and creditors (“Scheme").

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 continued in FSN Distribution Limited.

This demerger facilitated synergy in operations such
as effective utilisation of warehouse and office space,
synergy in technology cost and overheads. It further
results 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 09, 2025. The Appointed date for the
Scheme of Arrangement was April 01, 2024, and the
Scheme had been 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
have been issued and allotted to the Company.

B. AMALGAMATION OF ILUMINAR MEDIA LIMITED WITH
NYKAA FASHION LIMITED

Your Board, at its Meeting held on May 22, 2024,
approved the 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 resulted in streamlining the corporate
structure and consolidation of assets and liabilities,
drove synergies in technology, infrastructure
and collaboration with all the stakeholders of the
companies, facilitated more efficient utilisation of
capital for enhanced development and growth of the
consolidated business in one entity, and allows 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 also improved 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 was April 01, 2024, and the Scheme has
been 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 has not
been any issuance of shares pursuant to the Scheme.
Post the Scheme becoming effective (i.e., from May
29, 2025), Iluminar Media Limited stood dissolved and
ceased to exist as a separate legal entity.

C. INCREASED STAKE IN DOT & KEY WELLNESS LIMITED

During the year, the Company further acquired 3,163
Equity Shares on March 30, 2026. Accordingly, the
Company holds 90.06% of Equity Shares in Dot & Key
Wellness Limited.

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 completion of the
secondary subscription / second tranche, during the
year under review, your Company holds -75.83% 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.

E. ACQUISITION OF REMAINING 40% STAKE IN NUDGE
WELLNESS PRIVATE LIMITED

Your Board, at its Meeting held on August 12, 2025
approved the acquisition of remaining 40% Equity
stake in Nudge Wellness Private Limited (“Nudge"), a
subsidiary of the Company from Onesto Labs Private
Limited (“Onesto").

Pursuant to the Share Purchase Agreement (“SPA")
and other transaction documents executed between
the parties, the Company acquired the remaining 40%
stake, comprising 24,00,100 equity shares of face

value ' 10/- each, from Onesto for a total consideration
of ' 14.26 Lakhs through an off-market transaction.
Consequent to this acquisition, Nudge has become a
wholly-owned subsidiary of the Company.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE
COMPANIES

As on March 31, 2026, the Company continues to have
eleven direct subsidiaries and ten step-down subsidiaries.

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 atNvkaa Investor Relations.

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
atPolicy 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 of the
Listing Regulations and Nykaa E-Retail Limited was material
subsidiary of the Company pursuant to Regulation 24 of the
Listing Regulations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year
under review, pursuant to Regulation 34 and Schedule V of
the Listing Regulations, is presented in a separate section,
forming a part of the Integrated 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 provides investors and stakeholders
with a complete view of the Company's performance and
future outlook. Widely recognized as the next generation
of corporate reporting, your Board acknowledges its
responsibility for the integrity and accuracy of this report.

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 along with
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,
(Firm Registration No. P1991MH040400), the Secretarial

Auditors of the Company vide their certificate dated
May 21, 2026 have confirmed that the Company is
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, 2026 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 Annual
Report and Returns.

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, 2026, the applicable accounting
standards had been followed and there are 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, 2026 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 that such internal
financial controls are adequate and were 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 the FY 2025-26.

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
acting 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 statutory auditors have expressed an unmodified
opinion on the standalone and consolidated financial
statements. They have, however, reported certain
matters relating to audit-trail functionality under Rule
11(g) and certain observations under CARO, as set out
in their reports.

(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 Members at their
13^th Annual General Meeting of the Company, 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 FY
2025-26 till FY 2029-30.

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 the Material Subsidiaries
do not contain any qualification, reservation, adverse
remark or disclaimer.

REGISTRAR AND SHARE TRANSFER AGENT

MUFG Intime India Private Limited (formerly “Link Intime
India Private Limited") is the Registrar and Share Transfer
Agent (“RTA") of the Company.

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

A. Board of Directors

(i) Number of meetings

The Board met 6 (Six) times during the year under
review. The details of such meetings are disclosed in
the Corporate Governance Report forming part of
this Integrated 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, Mr. Sanjay Nayar
(DIN: 00002615), Non-Executive (Non-Independent)

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, based on the
recommendation of the Nomination and Remuneration
Committee (“NRC") has recommended their re¬
appointment.

Resolutions seeking their re-appointment along-with
their brief profiles and other details as required under
Regulation 36(3) of the Listing Regulations forms part
of the Notice convening the fourteenth (14^th) Annual
General Meeting.

(iii) Board evaluation

In sync with Nykaa's value of "Be Better Everyday", the
Nomination and Remuneration Committee alongwith
the Board of Directors, reviewed the Board evaluation
framework and process for the FY 2025-26 to further
strengthen the criteria, parameters and sharpness of
rating/feedback for Board, its Committee(s) and its
individual Director(s).

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 Committee(s) and its individual
Director(s), including Independent Director(s). 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
Committee(s) and each Director has been carried out
for the FY 2025-26 in accordance with the framework.
The details of evaluation process of the Board, its
Committee(s) and its individual Director(s), including
Independent Director(s) 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: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 that 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 Integrated
Annual Report.

B. Committees of the Board

The Board has constituted various statutory
committees as 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 above-mentioned committees, the
Board has also constituted Fundraise and Investment
Committee. Further, the Board has constituted
Governance Committee for Those Charged With
Governance (constituted by the Board of Directors of
the Company at their Meeting held on May 15, 2026

i.e., subsequent to the end of FY 2025-26).

During the year, all recommendations of the
Committees operating during FY 2025-26 were
approved by the Board. Details of all the Statutory
Committees, along with their charters, composition
and meetings held during the year, are provided in the
Corporate Governance Report forming part of this
Integrated Annual Report.

C. Directors and Key Managerial Personnel

During the year under review, following were the
changes in Directors and Key Managerial Personnel:

1. Based on recommendations of the NRC and the
Board, Mr. Dipak Gupta (DIN: 00004771) was
appointed as an Independent Director of the
Company, for the first term of 5 (Five) consecutive
years commencing from October 01, 2025 vide
Special Resolution passed by the Member(s) of the
Company through Postal Ballot on December 26,

2025.

2. Based on recommendations of the NRC and the
Board, Ms. Falguni Nayar (DIN: 00003633) was re¬
appointed as an Executive Chairperson, Managing
Director & Chief Executive Officer of the
Company for a term of 5 (Five) years with effect
from February 12, 2026, vide Ordinary Resolution
passed by the Member(s) of the Company through
Postal Ballot on January 28, 2026.

3. Mr. Neelabja Chakrabarty (Membership Number:
A16075) ceased to be the Company Secretary,
Compliance Officer and a Key Managerial
Personnel of the Company with effect from
closing of business hours on September 30, 2025.

4. Based on recommendations of the NRC and the
Board, Dr. Chetan Sharma (Membership Number:
F8352) was appointed as the Company Secretary,
Compliance Officer and a Key Managerial
Personnel of the Company with effect from
November 26, 2025.

After the end of the year and up to the date of the
Report, below were the changes in Directors and Key
Managerial Personnel, as recommended by the NRC
and Board of Director(s) of the Company, subject to
the approval of the Member(s) of the Company through
Postal Ballot:

1. Re-appointment of Ms. Adwaita Nayar (DIN:
07931382) as Whole-Time Director designated
as Executive Director of the Company for a term
of 5 consecutive years with effect from July 01,

2026.

2. Approval of payment of remuneration to
Ms. Adwaita Nayar (DIN: 07931382) as the Whole¬
Time Director designated as Executive Director of
Company for a term of 5 years

3. Re-appointment of Mr. Anchit Nayar (DIN:
08351358) as Whole-Time Director designated
as Executive Director of the Company for a term
of 5 consecutive years with effect from July 01,

2026.

4. Approval of payment of remuneration to
Mr. Anchit Nayar (DIN: 08351358) as the Whole¬
Time Director designated as Executive Director of
the Company for a term of 5 years

5. Re-appointment of Ms. Anita Ramachandran
(DIN: 00118188) as an Independent Director for
a second term of 5 consecutive years with effect
from July 15, 2026 and approval for continuation
after attaining the age of 75 years.

6. Re-appointment of Mr. Milind Sarwate (DIN:
00109854) as an Independent Director for a

second term of 5 consecutive years with effect
from July 15, 2026.

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 as on March 31, 2026:

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

(b) Ms. Adwaita Nayar - Whole-Time Director
designated as Executive Director of the Company.

(c) Mr. Anchit Nayar - Whole-Time Director
designated as Executive Director of the Company.

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

(e) Dr. Chetan Sharma - Company Secretary &
Compliance Officer (with effect from November
26, 2025).

None of the Company's Directors are disqualified from
being appointed or continuing 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
such transactions, 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 Integrated 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
provides for direct access to the Chairman 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.

Your Company affirms compliance with the Whistle¬
Blower Policy/Vigil Mechanism. All Employees and
Directors have access to the Chairman 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 financial year 2025-26
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 atCSR 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 was
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 Annual Reports and
Returns.

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")

Since the Company has not declared any dividend since
its incorporation, there are no unpaid or unclaimed
amounts that are required to be transferred to the IEPF
under the provisions of the Companies Act, 2013 and
the Rules made thereunder.

I. Related Party Transactions

During the year under review, 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, Form AOC-2 has
not been annexed to this report.

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
atRelated 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 atRPT 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 as required pursuant to the
provisions of 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 Company continuously evaluates existing and
emerging risks, works closely with business functions
to ensure appropriate mitigation plans are in place,
and monitors the effectiveness of risk responses to
support the smooth and efficient conduct of business
operations.

The Board of Directors of the Company has a Risk
Management Committee to frame, implement, and
monitor the risk management plan for the Company. The
Committee is responsible for reviewing the Company's
risk profile, the effectiveness of mitigation measures,
and emerging risks that may impact the Company's
medium- and long-term strategic objectives, including
risks of a reputational 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 atRisk 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 fraud 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 in-order to provide reliable
financial information and to comply with applicable
accounting standards which is 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 Nomination and Remuneration
Committee of the Company, had adopted a
“Remuneration Policy for Directors, Key Managerial
Personnel 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(s)
and Non-Executive Director(s), including Independent
Director(s), 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 atNvkaa 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 Statements.

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 FY 2025-26,
kindly refer to relevant disclosures in the Corporate

Governance Report which forms part of the Integrated
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.

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 Integrated Annual Report as 'Annexure — VII'.

GENERAL

Your Director(s) 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 for your Company 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 the
FY 2025-26.

• 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 Standards 1 and 2, relating to “Meetings
of the Board of Directors" and “General Meetings",
respectively, issued by the Institute of the 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.

MATERNITY BENEFIT

Your Company affirms that it has duly complied with all
provisions of the Maternity Benefit Act, 1961.

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 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
FSN E-Commerce Ventures LimitedFalguni Nayar

Executive Chairperson, Managing Director & CEO

DIN: 00003633

Place : Mumbai
Date : May 21, 2026