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FSN E-Commerce Ventures Ltd. Notes to Accounts
Search Company 
You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (Rs.) 95117.22 Cr. P/BV 62.67 Book Value (Rs.) 5.30
52 Week High/Low (Rs.) 348/223 FV/ML 1/1 P/E(X) 476.95
Bookclosure 11/11/2022 EPS (Rs.) 0.70 Div Yield (%) 0.00
Year End :2026-03 

f. Provision

Provisions and liabilities are recognised in the
period when it becomes probable that there
will be a future outflow of funds resulting from
past operations or events and the amount of
cash outflow can be reliably estimated. The
timing of recognition and quantification of the
liability require the application of judgement to
existing facts and circumstances, which can
be subject to change. The carrying amounts of
provisions and liabilities are reviewed regularly and
adjusted to take account of changing facts and
circumstances.

g. Impairment of financial assets:

The impairment provisions for financial assets
depending on their classification are based on
assumptions about risk of default, expected cash
loss rates, discounting rates applied to these
forecasted future cash flows, recent transactions
and independent valuer's report. The Company
uses judgement in making these assumptions and
selecting the inputs to the impairment calculation,
based on Company's history, existing market
conditions as well as forward looking estimates
at the end of each reporting period.

h. Provision for expected credit losses of trade
receivables and contract assets:

The Company uses 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 and is
adjusted for forward looking estimates. At every
reporting date, the historical observed default
rates are updated and changes in the forward¬
looking estimates are analysed. The assessment
of the correlation between historical observed
default rates, forecast economic conditions and
ECLs is a significant estimate. The amount of ECLs
is sensitive to changes in circumstances and of
forecast economic conditions. The Company's
historical credit loss experience and forecast of
economic conditions may not be representative
of customer's actual default in the future.

i. Leases — Estimating the incremental borrowing
rates:

The Company cannot readily determine the
interest rate implicit in the lease, therefore,
it uses its incremental borrowing rate (IBR) to
measure lease liabilities.

The IBR is the rate of interest that the Company
would have to pay to borrow over a similar term,
and with a similar security, the funds necessary to
obtain an asset of a similar value to the right-of-
use asset in a similar economic environment. The
IBR therefore reflects what the Company 'would
have to pay', which requires estimation when no

observable rates are available or when they need
to be adjusted to reflect the terms and conditions
of the lease.

The Company estimates the IBR using observable
inputs (such as market interest rates) when
available and is required to make certain entity-
specific estimates (such as the Company's credit
rating).

j. Other estimates:

The share-based compensation expense is
determined based on the Company's estimate of
equity instruments that will eventually vest.

(1) During the current year, the Company has acquired 10,000 shares of ' 10 each pursuant to scheme of arrangement
between FSN Distribution Limited(FSND) and Nykaa E-Retail Limited(NER) on May 09, 2025, both wholly owned subsidiaries
of the Company, to demerge e-B2B business from FSND to NER.

(2) During the previous year ended March 31, 2025, the Company has invested in 2,00,00,000 shares of '10 each.

(3) On September 28, 2021, the Company had acquired 51% stake in Dot & Key Wellness Limited (formerly known as Dot
& Key Wellness Private Limited) ('Dot & Key') for a consideration of
' 96.90 crore. Accordingly, effective such date Dot
& Key had become a subsidiary of the Company. Further, the Promoter shareholders of Dot & Key (NCI holder of the
subsidiary) had Put Option for selling balance stake of 49% to the Company at a value to be determined as per the terms of
Shareholders Agreement. The fair value of the Put Option on the date of acquisition of
' 50.28 crore had been included in
the cost of investments and any subsequent changes in the fair valuation has been routed through profit and loss account
in accordance with Ind AS 109. Consequent to the above, the Company has recorded a loss / (gain) as Other Expense /
Income of
' (13.26) crore (' 1.84 crore during the previous year). During the year, the Company has acquired 0.02% stake
for a consideration of
' 3.37 crore and now holds 90.06% of equity interest.

(4) On February 05, 2026, the Company has acquired remaining 40% stake in Nudge Wellness Private Limited for a
consideration of
' 0.14 Crore and now holds 100% equity interest post such investment.

(5) During the current year, the Company invested in Nykaa Essentials Private Limited amounting to ' 0.05 crore.

(6) On November 26, 2024, the Company had acquired additional stake in Earth Rhythm Private Limited ('Earth Rhythm')
for a consideration of
' 39.50 crore and held 74.63% equity interest (including Optionally Convertible Redeemable
Preference Shares) post such investment. Accordingly, effective such date Earth Rhythm had become a subsidiary
of the Company. Further, the Company has call option on Promoter shareholders of Earth Rhythm (NCI holder of the
subsidiary) for buying balance stake at a value to be determined as per the terms of Shareholders Agreement. The
fair value of the Call Option on the date of acquisition of
' 3.95 crores had been included in the cost of investments.
During the year, the Company has also acquired additional stake in Earth Rhythm Private Limited for a consideration
of
' 5.00 Crore on June 09, 2025 and now holds 75.83% equity interest (including Optionally Convertible Redeemable
Preference Shares) post such investment."

(7) Includes '1.35 Crore pertaining to Iluminar Media Limited ('LBB') which has been merged with Nykaa Fashion Limited ('NFL')
with appointed date April 01, 2024, pusuant to the Scheme of Merger approved by NCLT on May 27, 2025 and accordingly
balances have been merged with NFL.

(8) Investments at fair value through OCI (fully paid) reflect investment in unquoted securities. These securities are designated
as FVTOCI as they are not held for trading purpose and are not in similar line of business as the Company. Thus, disclosing
their fair value fluctuation in profit or loss will not reflect the purpose of holding.

(9) The Company had invested ' 3.80 crore, which has been impaired in earlier years.

(a) Terms/Rights attached to equity shares

The Company has only one class of equity shares having a par value of ' 1 per share. Each holder of equity shares is entitled
to one vote per share. 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 number of equity shares held by the shareholders. Each equity shareholder is entitled to dividends as and when the
Company declares and pays dividend after obtaining shareholders' approval.

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 shares.

(c) Shares reserved for issue under option

The Company has reserved issuance of 21,00,00,000 (March 31, 2025: 21,00,00,000) Equity Shares of ' 1 each for
offering to Eligible Employees of the Company and its subsidiaries under Employees Stock Option Scheme (ESOS). During
the year ended March 31, 2026 the Company has granted 11,39,000 options to its employees (March 31, 2025: 6,50,000).
Cumulative number of equity shares granted under Employee Stock Option Scheme (ESOS) is 6,28,55,800 equity shares
as at March 31, 2026. (March 31, 2025: 6,17,16,800).

(d) Shares issued for consideration other than cash

1) The Company had issued 2,37,35,63,075 bonus shares of face value of ' 1 each during the year vide
shareholders' approval dated November 02, 2022 in the ratio of 5 bonus shares for every 1 share held.

2) The Company had issued 31,13,57,900 bonus shares of face value of ' 1 each during the year 2022 vide shareholders'
approval dated July 16, 2021 in the ratio of 2 bonus shares for every 1 share held.

(iii) Other Comprehensive Income: This represents the cumulative gains and losses arising on remeasurement of defined
employee benefit plan.

(iv) Share application money pending allotment: This represents the share application money received for Employee Stock
Option Scheme for which shares are allotted during the current financial year.

(v) Employee share options scheme reserve: The fair value of the equity-settled share based payment transactions with
employees is recognised in employee share options scheme reserve.

(vi) Capital Reserve: The Capital Reserve includes a) amount on account of forfeiture of partly paid up OCRPS and security
premium thereon and b) difference between carrying amount of net assets acquired and consideration paid (refer note
58). The amount is not available for distribution to shareholders.

(i) Working capital / cash credit facilities from Bank is secured by hypothecation of book debts, current assets and movable
property, plant and equipment both present and future.

(ii) Loans are payable on demand. Interest payable on working capital loan ranging from 7.5% - 9% p.a.

(iii) Bank loan contains certain financial covenants and there have been no breaches in the financial covenants of any interest¬
bearing borrowings.

(iv) As at March 31, 2026, the Company had undrawn committed funded and non-funded borrowing facilities of ' 91.00 crore
(March 31, 2025:
' 102.26 crore).

(v) Quarterly statements of current assets filed by the Company with banks are in agreement with the books of accounts.

Note 43 Exceptional items

On November 21, 2025, the Government of India notified four Labour Codes—the Code on Wages, 2019; the Industrial Relations
Code, 2020; the Code on Social Security, 2020; and the Occupational Safety, Health and Working Conditions Code, 2020 —
thereby consolidating 29 existing labour laws. The Ministry of Labour & Employment subsequently issued draft Central Rules
and FAQs to facilitate assessment of the financial impact arising from the regulatory changes.

The Company has evaluated and disclosed the impact of these changes based on the best information available, in line with
the guidance issued by the Institute of Chartered Accountants of India. Considering the materiality and the regulatory-driven
non-recurring nature of the impact, the Company has presented the incremental impact of ' 2.13 crore as “Statutory impact
of new Labour Codes" under “Exceptional Items" in the financial statements for the year ended March 31, 2026.

The Company continues to monitor the finalisation of Central and State Rules, as well as further clarifications from the
Government, and will recognise appropriate accounting effects based on such developments, as and when required.

Note 45 Leases
The Company as lessee

The Company has lease contracts for premises obtained for offices, warehouse etc. Leases of premises generally have lease
terms between 2 to 5 years.

The Company's obligations under its leases are secured by the lessor's title to the leased assets.

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 needs.
Management exercises significant judgement in determining whether these extension and termination options are reasonably
certain to be exercised.

Refer note 7 for carrying value of right of use assets.

Set out below are the carrying amounts of lease liabilities (included under lease liabilities) and the movements during the year:

Note 46 Defined Benefit Plan and Other Long Term Employee Benefit Plan:

I) Defined Contribution Plan

During the year, the Company has made contribution/provision to provident fund stated under defined contribution
plan amounting to
' 3.26 crore (March 31, 2025: ' 3.91 crore) and the same has been recognised as an expense in the
Statement of Profit and Loss.

II) Defined Benefit Plans

The Company operates a defined benefit gratuity plan for its employees (including contractual employees). The gratuity
benefits payable to employees are based on the employee's service and last drawn salary at the time of leaving. The
Company has provided for gratuity based on actuarial valuation done as per projected unit credit method.

The sensitivity analysis above has been determined based on a method that extrapolates the impact on defined 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 periods in the methods
and assumptions used in preparing the sensitivity analysis.

These plans typically expose the Company to actuarial risks such as: interest risk, longevity risk and salary risk.

(A) Interest risk - A decrease in the discount rate will increase the plan liability.

(B) Longevity risk — The present value of the defined benefit plan liability is calculated by reference to the best estimate of
the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan
participants will increase the plan's liability.

(C) Salary risk — The present value of the defined plan liability is calculated by reference to the future salaries of plan
participants. As such, an increase in the salary of the plan participants will increase the plan's liability.

Figures in brackets indicates payables and income

*Less than ' 0.01 crore.

^Remuneration includes amount of perquisite value towards ESOP based on exercise of options.

(1) No transactions during the current or previous year.

(2) The aggregate managerial remuneration, as approved, amounting to ' 16.48 Crore for Ms. Falguni Nayar and ' 7.84 Crore
each for Mr. Anchit Nayar and Ms. Adwaita Nayar respectively are paid in the ratio, as determined by the Nomination and
Remuneration Committee, between the Holding Company and its subsidiaries. The amount disclosed above is the share
of the Company, as determined, in accordance with such ratio.

(4) Remuneration includes amount of perquisite value towards ESOP based on exercise of options.

(3) Pursuant to the Scheme of Demerger approved by NCLT on May 09, 2025 to demerge and transfer eB2B business of FSN
Distribution Limited into Nykaa E-Retail Limited ('NER'), transactions and balances pertaining to eB2B business have been
accounted in the financial statements of NER in accordance with Ind AS 103 “Business Combination" read with Appendix
C to Ind AS 103 specified under Section 133 of the Act, read with the Companies (Accounting Standards) Amendment
Rules, 2016.

(4) Pursuant to the Scheme of Merger approved by NCLT on May 27, 2025 to merge Iluminar Media Limited ('LBB') with Nykaa
Fashion Limited ('NFL'), transactions and balances pertaining to LBB have been accounted in the financial statements of
NFL in accordance with Ind AS 103 “Business Combination" read with Appendix C to Ind AS 103 specified under Section
133 of the Act, read with the Companies (Accounting Standards) Amendment Rules, 2016.

Terms and conditions of transactions with related parties

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. The Company has given
guarantees towards external borrowings obtained by the subsidiaries. Further, there have been no guarantees provided or
received for any related party receivables or payables.

The Company do not have any other transaction with key managerial person than that is disclosed above.

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 also determined
on an actuarial basis for the Company as a whole.

Note 48 Commitments and contingent liabilities

A. Commitments

The contract remaining to be executed on capital account and not provided for amounts to ' 8.14 crore (net of advances)
as at 31 March 2026 (31 March 2025 -
' 28.41 crore).

Notes:

i. The Company has received VAT assessments order for financial years 2016-17 with demands amounting to ' 1.15 crore
on account of certain input disallowances/adjustment made by VAT department. Out of the total demand amount, the
Company has paid
' 0.54 crore to tax authorities during the financial year 2021-2022 and for the balance ' 0.61 crore
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.

ii. The Company has received order from the adjudicating authority for the period of FY 2018-19, on availing ITC on purchases
from suppliers whose registration certificates were cancelled demanding
' 0.10 crore including applicable interest and
penalty. 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.

iii. The Company has received order from the adjudicating authority for the period of FY 2020-21, imposing tax on commission
on financial guarantee amounting to
' 2.23 crore including applicable interest and penalty. 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.

iv. Corporate guarantees given to banks with respect to borrowings taken by the subsidiary companies to a maximum amount
of
' 1010.00 crore (31 March 2025: ' 1075.00 crore).

ii) Audit trail

1. During the year, the Company migrated from its existing ERP system (“"legacy accounting software"") to a new ERP system
(“"new accounting software"") with effect from January 1, 2026.

a. In respect of the legacy accounting software, the audit trail facility was enabled for relevant transactions recorded in
the software, except that the audit trail feature was not enabled at the database level and certain users have access
to make direct changes that were not logged at the application layer.

b. In respect of the new accounting software implemented from January 1, 2026:

i. The audit trail facility was enabled at the application layer for relevant transactions recorded in the software;
however, certain users have access to make direct changes that were not logged.

ii. For the database layer, the Company has obtained the Service Organisation Controls (“"SOC"") report covering
the period up to December 31, 2025, along with a bridge letter for the balance period during the year. However,

this SOC report, issued by the ERP service provider to all its users, does not explicitly mention if the audit trail
controls were enabled or not at the database layer.

2. Further, the Company uses certain peripheral applications that support the recording of revenue, inventory and procurement
(hereinafter referred to as 'supporting software'), wherein:

a. In the case of one application related to procurement (which was implemented w.e.f. January 01, 2026), the audit trail
(edit log) facility was not enabled throughout the period.

b. In the case of other applications, the audit trail (edit log) facility:

i was enabled at the database layer from October 1, 2025, for all relevant transactions recorded in the software;
and

ii. was not enabled accurately for certain applications at the application layer.

3. Also, the Company used third-party operated software for:

a. Processing payroll and procurement - Management obtained the report of Service Organisation Controls (SOC)
auditors engaged by such third party for the year which mention that the audit trail feature of the said software was
enabled and operated throughout the year for all relevant transactions recorded in the software or whether there
were any instances of the audit trail feature being tampered with.

b. Consumption of raw materials (up to December 31, 2025) - Management is not in possession of the SOC report to
determine whether the audit trail feature of the said software was enabled and operated throughout the year for all
relevant transactions recorded in the software or whether there were any instances of the audit trail feature being
tampered with.

The carrying values of the financial assets and liabilities measured at amortised cost are reasonable approximation of their fair
values. Accordingly, the fair values of such financial assets and liabilities have not been disclosed separately.

Valuation methodology:

The fair values of assets and liabilities are included at the amount at which the instrument can be exchanged in a current
transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were
used to estimate the fair values:

The valuation techniques used to determine the fair values of financial assets and financial liabilities classified as level 2
include use of quoted market prices or dealer quotes for similar instruments and generally accepted pricing models based on
a discounted cash flow analysis using rates currently available for debt on similar terms, credit risk and remaining maturities.

The Company enters into derivative financial instruments such as forward contracts with various counterparties. The fair value
of such derivatives instruments are determined using forward exchange rates, currency basis spreads between respective
currencies, etc.

Note 51 Financial Risk Management Objectives and Policies:

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 comprise
cash and bank balance, trade and other receivables that derive directly from its operations.

The Company is exposed to various financial risks such as market risk, credit risk and liquidity risk. The Company's senior
management team oversees the management of these risks. The Board of Directors review and agree policies for managing
each of these risks, which are summarised below:

A) 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
market prices. Market risk mainly comprises currency risk, product price risk and interest risk.

The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based
on the financial assets and financial liabilities held at March 31, 2026 and March 31, 2025.

a) Interest rate risk

The Company is exposed to interest rate risk primarily due to borrowings having floating interest rates. The Company 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 demonstrates the
sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected. With all other
variables held constant, the Company's profit before tax is affected through the impact on floating rate borrowings, as follows:

b) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes 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 exchange rates relates primarily to
trade payables and advances paid to vendors. The Company's foreign currency risks are identified, measured and managed at
periodic intervals in accordance with the Company's policies. When a derivative is entered into for the purpose of hedging any
foreign currency exposure, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure.
The year end foreign currency forward contracts and unhedged foreign currency exposures are given below :

c) Product price risk

In an 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 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 substantially absorb the product discounts
offered to the customers. This helps the Company to protect itself from significant product margin losses. This mechanism
also works in case of a downturn in the retail sector, although overall volumes would get affected.

B) Credit risk

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).

a) Trade receivables

The Company has adopted a policy of dealing with only credit worthy counterparties in case of institutional customers
and the credit risk exposure for institutional customers is managed by the Company by credit worthiness checks. The
Company's experience of delinquencies and customer disputes have been minimal. 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 and is adjusted for forward looking estimates.
Accordingly, the credit risk is covered by the Company. (Refer accounting policy 2B(g) for expected credit loss on trade
receivable).

b) Security Deposit

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 the premises is managed
through successful negotiations or appropriate legal actions, where necessary.

c) Financial instruments and cash deposit

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 within credit limits
assigned to each counterparty. Counterparty credit limits are reviewed by the Company's Board of Directors. The limits are
set to minimise the concentration of risks and therefore mitigate financial loss through a counterparty's potential failure to
make payments.

Liquidity risk

Liquidity risk is a risk that the Company may not be able to meet its financial obligations on a timely basis through its cash and
cash equivalents, and funds available by way of committed credit facilities from banks. Management manages the liquidity
risk by monitoring rolling cash flow forecasts and maturity profiles of financial assets and liabilities. This monitoring includes
financial ratios and takes into account the accessibility of cash and cash equivalents and additional undrawn financing facilities.

The table below summarizes the maturity profile of the Company's financial liabilities based on contractual undiscounted
payments:

Note 52 Segment Information:

In accordance with Ind AS 108 'Operating Segments', segment information has been given in the consolidated financial
statements of the Group and therefore, no separate disclosure on segment information is given in these financial statements.

The Company operates in a single geographical environment i.e. in India.

No single external customer (other than related party - refer note 47) contributed 10% or more to the Company's revenue.
All non-current assets of the Company are located in India.

Note 53 Capital management:

For the purpose of the Company's capital management, capital includes issued equity capital, securities premium and all other
equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management
is to maximise the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the
requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend
payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing
ratio, which is net debt divided by total capital. Net debt includes interest bearing borrowings less cash and cash equivalents.

No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2026 and
March 31, 2025.

Note 54 Share based payments

The Company has granted stock options under the employee stock option scheme- ESOS 2012, ESOS 2017, ESOP 2022 and RSU
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 to 4 equal annual installments from the date of grant based on the vesting conditions as per
letter of grant executed between the Company and the employee of the Company or its 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 ' 1 each of the Company.

The Company has recognised an expense of ' 4.73 Crore (March 31, 2025: ' 4.07 Crore) arising from equity 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, 2026 is ' 36.21 Crore (March 31, 2025: ' 37.07 Crore)

As at the end of the given period, details and movements of the outstanding options are as follows:

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 compounded rates
of return based on the peer companies and competitive stocks over a period of expected life. The Company has determined
the market price on grant date based on the closing price of stock on NSE Index, as on the grant date.

The weighted average share price at the date of exercise of options exercised during the year was ' 230.63. (March, 2025
' 179.52)

**The movement of options & the fair value assumptions have been restated to give effect of the bonus shares allotted by the
company vide Board's approval dated October 03, 2022 in proportion of 5:1, i.e., 5 (five) bonus equity shares of
' 1 each for
every 1 (one) fully paid-up equity share held as on the record date.

Note 56 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.

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.

v. Other than the details mentioned below, no funds have been advanced or loaned or invested (either from borrowed funds
or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including
foreign entities (“Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Company (“Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries.

Note 58 Disclosure pursuant to Ind AS 103 "Business Combinations
Transaction during FY 2024-25:

In line with the strategy to streamline and consolidate owned brand business in a single entity, the Board of Directors at their
meeting held on May 22, 2024 have approved acquisition of Western Wear & Accessories business of Nykaa Fashion Limited
(“Transferor Company"), a wholly owned subsidiary of the Company, as a going concern on slump sale basis. The transaction
was consummated on June 28, 2024 post compliance of conditions precedent, being the closing date of transfer of business
for a consideration of
' 137.14 crore.

The aforementioned business transfer has also been accounted in accordance with Ind AS 103 'Business Combination' read with
Appendix C to Ind AS 103 specified under Section 133 of the Act, read with the Companies (Accounting Standards) Amendment
Rules, 2016 (Ind-AS 103). Accordingly, the accounting treatment has been given as follows:

(i) The assets and liabilities of the abovementioned business have been incorporated in the financial statements at their
respective carrying values.

(ii) Difference between the carrying value of net assets acquired and consideration paid has been transferred to capital
reserve.

(iii) The financial information in the financial statements in respect of prior periods i.e. for the year ended March 31, 2024 and
for the period April 01, 2024 to June 28, 2024 (herein after referred as “pre-acquisition period") have been restated as if
the business combination had occurred from the beginning of the preceding period in the financial statements irrespective
of the actual date of acquisition in accordance with Ind AS 103.

(iv) Profits/(loss) for the pre-acquisition period related to the acquired business on account of restatement of financial
statements as explained above did not result into increase/decrease in net assets of equivalent amount as of March 31,
2024 and as of June 28, 2024 as not all the items of assets and liabilities were transferred. Accordingly, the difference
between profit/(loss) and change in net assets position has been adjusted in retained earnings.

(v) Profit/(loss) on the acquired business during the pre-acquisition period is not required to be adjusted from retained
earnings. Accordingly, profit/(loss) for the said period net of adjustment as explained in point (iv) above has been reclassified
from retained earnings to capital reserve.

(vi) The consequent tax effects amounting to ' 20.80 crore on the above transaction have been considered in Statement
of Profit and Loss for the year ended March 31, 2025. There is no impact on account of the above in the Consolidated
Financial Statements.

Note 59 Proforma Statement of Profit and Loss

Proforma Statement of Profit and Loss (“Statement of P&L) has been prepared as if the financial statements for the period
April 01, 2024 to June 28, 2024 were not restated on account of acquisition of business (as stated in note 58) in accordance
with the requirements of Ind AS 103.


 
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