Integrated Report 2021 22 Nykaa
Integrated Report 2021 22 Nykaa
Integrated Report 2021 22 Nykaa
spotlight,
everyday
VISION
Bring inspiration
and joy to people,
everywhere,
everyday.
MISSION
To create a world
where our customers
have access to a finely
curated, authentic
assortment of products
and services that
delight and elevate the
human spirit.
VALUES
Be bold Be the
and Be better
customer’s
be everyday
champion
good
A culture Sustainability
One in every action
of
Nykaa
belonging
4 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 5
BUSINESS MODEL
WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
WE WE CREATE VALUE NYKAA REPORTS STATEMENTS
ARE DID
Businesses
Marketplace
activities or generated through
profits. model Read more on Page 58
we
operate
105 Physical stores
Manufacturing capital 23 Warehouses Fashion:
This encompasses our physical 8.2 lakh sqft Warehouse space Marketplace, Sale Customers
infrastructure and includes our or Return (SOR) 27,800 Pin codes served
Page 83
warehouses, retail stores and offices. and Just-In-Time 98% Pin codes coverage in India
inventory 95% Orders delivered within 5 days of
4 Technology platforms Beauty and order for BPC
model
Intellectual capital ₹ 627 mn Technology Personal 79% Orders delivered within 5 days of
This consists of our intangible spend 7 Own brands/private care order for Fashion
assets, including our proprietary labels (Fashion) 881 mn Visits Read more on Page 60
technology platform, software, 8 Own brands/private labels 20.78 mn Monthly
data analytics know-how and (Beauty) average unique visitors
use of latest disruptive tech. Our 8.43 mn Annual unique
self-reinforcing
transacting customers
4 Apps 26.96 mn Orders Business Partners
Highe
₹ 49,987 mn GMV
8 Websites r con ₹ 1,864 AOV ₹ 31,121 mn Paid to suppliers
This comprises our 13 mn Social media followers sum
state-of-the-art digital ₹ 4,781 mn Marketing and
a p pro er Read more on Page 64
infrastructure, including our advertising spend
nne l tra
a f
ch
websites, applications and social
media presence. i- c
mn an
o d Employees
2,764 Full-time d en
Human capital employees 54% an ga ₹ 3,259 mn Spend on employees
It entails the skills and Employees under the age nt ge ₹ 5.16 mn Spend on employee
engagement survey
know-how of our employees, of 30 m
in addition to their ₹ 5.5 mn Spends on employee en 46% Female employees
commitment and motivation. learning and development t Fashion Read more on Page 66
441 mn Visits
15.3 mn Monthly
Social and relationship capital 3,118 Brand partners - BPC
average unique visitors
1.82 mn Annual unique
This encompasses the relationships 1,553 Brand partners - Communities
and associated resources with our transacting customers
Fashion 5,403 Influencers ₹ 8.88 mn CSR spend
stakeholders including those with s 5.19 mn Orders
er
2,513 Suppliers ₹ 4.98 mn CSR unspent amount
₹ 17,516 mn GMV
customers, influencers, brand l
l
partners, suppliers, delivery partners,
dse ₹ 3,420 AOV Read more on Page 70
a ch
e
nt
co
h
c
iR
M
or
e
tr
an
sa
JOURNEY WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
A decade of embodying
“Be bold and be good” 2021-
2022
We never take our achievements for Growth
granted, building on every bold decision 2020- boosters
taken to shape the business and market,
which has culminated into our success 2021 Expanded our
physical retail
over the years. These were formulated New presence and
with close on-ground consideration 2020 Normal fulfilment network
to get closer
of new-age growth opportunities and
existing need gaps in the market.
Unicorn Launched
marketplace
to customer
Entered the for our Listed on the
2020 unicorn
club with a fresh
fashion
segment to align
bourses, raising
₹53,497 million
Pandemic ₹1,000 million it with evolving through IPO of
funding from which ₹47,197
Pivoted quickly consumer
Steadview demands million was through
into an essential
Capital, at a OFS and ₹6,300
online store, Developed
valuation of million by way of
launching a new hyper-local
₹91,000 million fresh capital
category of delivery
private labels,
2015-
model,
including hand leveraged tech for
2020
sanitisers, masks, enhanced customer
hand wash, experience in the
2014
among others new normal
Expansion
Enabled curated
A time of
Omnichannel aggressive
selection
Launched our first by geography
geographic and
vertical expansion,
venturing into own
2012 g
i
physical store, realising the need to make our value creation model more robust
Inception a
n
Incorporated in t
2012 as an online s
beauty retailer,
a niche that
built us a
strong base
among
e-commerce
b u nternational
r l luxury brands
a t
Diversified
n i
portfolio by
d p
launching Fashion
s l
, e Amplified
content led
m i engagement model
across channels
Cosmetics
Nykaa Cosmetics is a fun, playful
and dynamic brand created to offer
on-trend, quality driven
international formulations accessible
to the Indian consumer. It is today
the go-to brand of Gen Z and
millennials, uplifting and
empowering them to express their
creativity through makeup and
beauty tools. With an impressive
portfolio of over 1,200 SKUs, it has
successfully made a mark in the
Indian beauty landscape and
appeals to a wide audience across
the length and breadth of the
country.
SKINRX
Nykaa SKINRX, a range where
Beauty
ScienceMeetsSkincare, was
launched with the aim to
introduce and demystify the use
of globally recognised active
Brands
ingredients for all skin types.
Addressing some
of the most common
concerns of Indian skin, the brand
offers dermatologically tested
formulations in a range of gender-
neutral serums and moisturisers.
Every formulation from this brand is
enhanced with clinically-proven
ingredients in essential
concentrations to give remarkable
visible results.
Wanderlust
Since its inception, Wanderlust has been our
Earth
Rhythm
highly engaged community of over 650k followers online.
Twenty Dresses
Young, fresh, and in vogue, Twenty Dresses
brings a storm of current trends to match the
many moods and characters of everyday life.
From 8 to late, there is something for every
small or big moment of life encouraging you to
unabashedly WearYourVibe in style.
RSVP
Think styles that serve a generous dose
of glamour and dote on contemporary detailing
and silhouettes. RSVP’s gregarious
experimental designs will put you in the
spotlight every single
time. A brand that offers instant elevation to leave
a long lasting impression, the pieces promise to
get the party started, day or night, brunch or
bar.
Gajra Gang
An occasion-wear brand that celebrates
craftsmanship and traditions whilst rebooting and
Fashion
remixing styles, Gajra Gang stands at the
intersection of accessibility and luxury. Young,
vibrant and expressive, each piece compliments
your personal style with a fierceness unique to
Indian wear.
Brands
14 | FSN E-COMMERCE VENTURES INTEGRATED REPORT 2021-22 | 15
LIMITED
BRAND HIGHLIGHTS
WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
Pipa Bella
Pipa Bella has always prioritised
women’s journey of self-expression by
reflecting the vivacity and creativity of a
woman full of life, ideas and dreams that
strives to serve boss ladies in spirit with
a strong sense of
individuality. A soul sister to its target
group, with the idea of being limitless,
the brand is all about freedom, breaking
away from
boundaries, and expressing oneself fearlessly.
FASHION IMPORTS
NA-KD LC
Made for girls that are
always willing to push
WAIKIKI
the envelope, NA-KD Spirited and
aspires to dress the casual, the young
modern female in outlook of this
unique designs that fashion brand
boosts her appeals to the
confidence. carefree youth
around the
world. The
clothes always
invoke an easy
mood, as if
you’re on
vacation in
Nykd
a
t
e
d At Nykd by the house of Nykaa, every effort has
, been made to simplify and elevate intimate-wear,
athleisure, and activewear experiences. With tech at
c the core of the brand and designed to bring second-
o skin comfort, Nykd by Nykaa features lingerie and
n sleepwear, and Nykd All Day features athleisure and
f activewear.
i
d
e
n
t
,
Twig & Twine
a Filled with designs that elucidate
n warm experiences, happy emotions
d and safe memories, Twig & Twine
offers curation of trends from different
t cultures around the world.
i
m
e
l
e
s
s
,
IYKYK / If You Know
You Know
L
i Celebrating the spirit of the new age
k woman who is confident, trend forward
h and expressive, IYKYK is an uber cool
a accessory label and an ode to every
’ woman who revels in her individuality and
s her affirmative yet nonchalant attitude to
life.
c
h
a
r
m
i
n
g
e
t
h
n
i
c
v
o
c
a
b
u
BRAND HIGHLIGHTS WHO
WHAT HOW DO WE WHY STATUTORY FINANCIAL
WE
ARE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
International Brands
Launched by award-winning
beauty blogger, Huda Kattan in
2013, Huda Beauty is one of the
world’s fastest-growing beauty
brands. Beginning as a blog in
2010, it has fast become the
number 1 Beauty Instagram
account in the world with over
50.6 million followers and
counting! Huda’s ranges include
liquid lipsticks, lip contour pencils,
textured eyeshadow palettes and
complexion products - all of which
have been instant best-sellers across
the globe.
18 | FSN E-COMMERCE VENTURES LIMITED
Elf
NUDESTIX is 100% easy, multi-tasking,
fun and skin-loving! Delivering the best
Cosmetics
of beauty products by using clean, e.l.f. is for every eye,
luxurious, award-winning formulas lip and face. From
without sacrificing the quality or full-on maximalists to
performance of fresh-faced
minimalists, they have
a product for everyone
—and every look in
between.
Sol de Janeiro
Inspired by the warm spirit of Brazil, Sol
de Janeiro is a beauty brand on a mission to
spread Brazilian beauty and confidence to the
world.
Founded in 2015 by beauty mavens
Camila Pierotti and Heela Yang, the brand
harnesses the power from the greatest
ingredients of the
Pixi
Murad Created over 20
years ago by
Founded in 1989 by dermatologist -
founder Petra
Dr Howard Murad, Murad promotes
Strand, Pixi is truly
clinical skincare products with a
about multitasking,
vision
flaw-fixing,
to use scientifically-proven formulas and
youth-enhancing
technologies that help people achieve
products for
their
when you’re on-
the-go.
Technology Focus –
“Be better everyday” Key Highlights
for the Year
We consider our technology platform to be a
key enabler and pillar to our business strategy. Customers
We operate a proprietary, custom built and Designing platforms that leverage
component based technology platform that data to create a hyper-personalised,
connects our consumers, brand partners, consumer experience.
influencers and internal teams, catering to
the needs of our different lifestyle businesses,
to deliver a comprehensive omnichannel, Strengthening the
ecommerce experience. Personalised Experience
Our technology team focuses on enhancing FY 2021-22
Retina, our purpose-built, real-time event pipeline
the platform’s capabilities and overall was launched to improve personalised experience
consumer
shopping experience. We have built our Future
platform in a simple, fault-tolerant, scalable, • Retina will power all the data
maintainable and secure manner. This products for merchandising,
promotions, and personalised
approach enables us to efficiently launch new
4
consumer journeys, among others.
businesses while providing richer experiences • The audience management platform
for our users within existing businesses. Our will evolve to allow for easy creation
of multiple user segments and
platform design follows the ‘Service Oriented Tech power
Architecture’ approach, consisting of 4 key platforms hyper-personalised campaigns across
all marketing channels
components - applications, backend services,
data and security.
Management Management
Admin
Others Checkout Order Services Others Others
(Payment | Wallet) (Order Lifecycle |
Risk Management)
22 | FSN E-COMMERCE VENTURES
DATA and INTELLIGENCE
LIMITED
Rethinking the
future of ad selling
FY 2021-22
Launched a self-serve platform for internal
teams to manage on-site ads and maintain
seamless workflow management; public launch
to follow
Future
• Enable Impression Based (CPM) selling
of ads on Nykaa website and apps
Influencers Future
Connecting creators with • Creator app for influencers to host lives directly and
their followers and customers upload content on app with minimal intervention
from internal teams
Increasing our affiliate • Allow influencers to create and customise their own
Enriching our seller platform centricity affiliate store-fronts on the app, and curate and
share shopping lists
ANCHIT NAYAR
ADWAITA NAYAR
EXECUTIVE DIRECTOR, AGE 31
EXECUTIVE DIRECTOR, AGE 31
SESHASHAYEE SRIDHARA
MILAN KHAKHAR
INDEPENDENT DIRECTOR, AGE 56
NON-EXECUTIVE DIRECTOR, AGE 60
50% INDEPENDENT
DIRECTORS 40% FEMALE
DIRECTORS
Age 31 67 49
FALGUNI NAYAR
EXECUTIVE CHAIRPERSON, MANAGING
DIRECTOR AND CHIEF EXECUTIVE
OFFICER
Ms. Nayar is the founder of Nykaa. She
holds a post-graduate diploma in
management from the Indian Institute of
Management,
Ahmedabad. She has over 37 years of
experience in e-commerce, investment banking ADWAITA NAYAR
and broking. Prior to founding our Company, EXECUTIVE DIRECTOR
she was associated with Kotak Mahindra Ms. Nayar serves as the Chairperson and CEO
Capital Company Limited for 18 years where of Nykaa Fashion. She co-founded our
she also served as the Managing Director. She Company and has been involved in areas of
has served on the Boards of various marketing, operations and product
companies, including Tata Motors Limited and development. She holds a Bachelor’s degree in
Applied Mathematics from the Yale University MILIND SARWATE
Aviva Life Insurance Company India Limited.
where she graduated Cum Laude and a INDEPENDENT DIRECTOR
Presently, she serves
Master’s degree in Business Administration with Mr. Sarwate is a Chartered Accountant from
as an Independent Director on the Boards of
distinction from the Harvard the Institute of Chartered Accountants
various Companies, including, Kotak Securities
Business School. Following her academic pursuits, of India, a Cost Accountant from the
Limited, ACC Limited and Dabur India Limited.
she re-joined FSN Brands in the year 2017 as Institute of Cost Accountants of India
She has won many accolades over the years.
CEO in FSN Brands to create and strengthen and a Company Secretary from the PRADEEP PARAMESWARAN
the offline retail footprint of ‘Nykaa’. Since 2018, Institute of Company Secretaries of India INDEPENDENT DIRECTOR
SANJAY NAYAR
she has worked to establish our Fashion business with ~38 years of post-qualification Mr. Parameswaran holds a Bachelor’s
NON-EXECUTIVE DIRECTOR
and currently oversees nykaafashion.com as experience primarily in the FMCG degree in Engineering (instrumentation
Mr. Nayar holds a Bachelor’s degree in
well as many of our Company’s owned and industry. He was a participant of the engineering) and a Master’s degree in
science in Mechanical Engineering from the
partner brands. Fulbright-CII fellowship management studies from the University
University of Delhi and a post-graduate
for leadership in management programme of Mumbai. He also holds Master of
diploma in management from the Indian
ANCHIT NAYAR at the Carnegie Mellon Graduate School of Business Administration from Vanderbilt
Institute of
EXECUTIVE DIRECTOR Industrial Administration, U.S.A. He also holds University. He has over 16 years of
Management, Ahmedabad. He has over 37
Mr. Nayar serves as the Chairperson and CEO of a Bachelor’s degree in commerce from the experience in engineering, automobile and
years of experience in banking and private
Nykaa E-Retail. He holds a Bachelor’s degree University of Bombay. Presently, he serves marketing.
equity.
from Columbia University. He has previously as an Independent Director on the Boards He is associated with Uber India
He was associated with Citibank N.A. for over
served of Mahindra & Mahindra Financial Services Technology Private Limited as Senior
23 years, where he also served as the CEO of
as the Vice President of the Investment Banking Limited, Metropolis Healthcare Limited, Director, RGM Rides – APAC. He was also
the bank in India for over six years. He was the
Division at Morgan Stanley, New York. He is Asian Paints Limited, SeQuent Scientific associated
CEO of KKR India Advisors Private Limited
currently responsible for the beauty business and Limited, Matrimony.com Limited, Hexaware with DEN Networks Limited as the Chief
between 2009 and 2020. Presently he serves
also serves as a member of the investor relations Technologies Limited, OmniActive Health Executive Officer, McKinsey & Company,
on the Board of various companies, including
team. He joined FSN Brands in 2018 as the CEO Technologies Limited, Eternis Fine Chemicals Inc and Hindustan Unilever Limited.
Avendus Capital Private Limited.
and has overseen the expansion of retail Nykaa Limited and WheelsEMI Private Limited.
stores. He was also the Chief Marketing Officer SESHASHAYEE SRIDHARA
of the Company between May 31, 2020 and ALPANA PARIDA INDEPENDENT DIRECTOR
January 12, 2021. INDEPENDENT DIRECTOR Mr. Sridhara holds a Bachelor’s degree in
Ms. Parida holds a Bachelor’s degree in Arts Mechanical Engineering from the Nagpur
ANITA RAMACHANDRAN (honours course) from the University of University. He has several years of
INDEPENDENT DIRECTOR Delhi and a post-graduate diploma in experience in product, engineering, data and
Ms. Ramachandran holds a Bachelor’s degree in management from the Indian Institute of artificial intelligence, operations, cyber-
commerce and a Master’s degree in management Management, Ahmedabad. She has over 21 security
studies from the University of Bombay. She years of experience in the retail, luxury, and compliance sector. He also serves
has over 46 years of experience in various branding and design sectors. She is the as a member of the management Board
sectors, including, consultancy, finance, asset Founder and Chief Executive Officer of Tiivra for Allegro.pl. Previously, he was
management, and manufacturing. She founded Ventures Private Limited. She has served as associated
Cerebrus Consultants Private Limited in 1995. the Managing Director of DMA Yellow Works with TUI Travel Plc, and D-Market Elektronik
She has previously worked with A.F. Ferguson Limited. She has also been associated with Hizmetlter ve Ticaret AS Kustepe Mah.
& Co. (a former KPMG network company in Titan Industries Limited. Previously, she Mecidiyekoy Yolu Cad (Dogan Online).
India). served on the Boards of SH Kelkar and
Presently, she serves as a director on the Boards Company Limited and Prime Research and MILAN KHAKHAR
of various companies, including, Aditya Birla Advisory Limited, and presently she serves NON-EXECUTIVE DIRECTOR
Housing Finance Limited, Essel Mining & as a Director on the Boards of various Mr. Khakhar holds a Bachelor’s degrees in
Industries Limited, Grasim Industries Limited, Companies, including COSMO Films Limited, commerce and law from the University of
Godrej and Boyce Manufacturing Company and Hindware Limited. Bombay. He was awarded a merit certificate
Limited, Happiest under the National Scholarship Scheme by
Minds Technologies Limited, Kotak Mahindra the Government of Maharashtra in 1983.
Life Insurance Company Limited, Metropolis He has over 31 years of experience in natural
Healthcare Limited and Rane (Madras) Limited. stones and helping build the Indian material
industry sector. Currently he is the Chairman
and Managing Director of Solid Stone
Company Limited, a BSE listed entity.
Leading together
“One
Our intuitive and vigilant management is always on top of the external
operating environment, shifts in consumer trends and emerging opportunities.
Always eager to make major strides, the team is driven by a desire to transform
the traditional and transactional ways of lifestyle e-commerce in India.
Nykaa”
SHALINI RAGHAVAN
CMO
SINCE 2021
“Be the
ARE
Nykaa Network
customer’s
This is our peer-to-peer social
community, which is a one-of-a-
kind, interactive beauty forum to
champion”
reach millions of members on the
network. The network allows
members to chat, participate in ask
and answer beauty-related
In the beauty and personal Nykaa TV questions, give and seek advice,
discover trends and join beauty-
care business, customers This is our YouTube based
centric conversations.
platform, which creates
expect hand-holding to educational content with
6.6 HOURS
We have made its discovery
algorithms responsive to consumer
preference based on their search
and engagement activities on our
Spent by users on the platform, strengthened by tutorials,
reviews and product trials.
channel in FY 2022
12.7 MILLION
created in-house by
the Nykaa Army, Nykaa
Explore visits Afliate
in FY 2022Programme
The programme has been leveraging
influencers at a large scale, enabling
external content creators to take to
different digital platforms and publish
content under our brand name.
Why it is a consumer a team of employees who are IPs have enabled the following for the This is a community of Gen-Z trend
5,403
beauty and fashion content business: setters, mom bloggers, beauty, fashion
imperative creators and presented in seven and lifestyle advisors who receive
• Gaining organic traffic
Our content brings the latest languages, making for a truly commission for the sales they drive
trends in BPC, helps curate inclusive experience. • Retaining customers on our platform. It has contributed
beauty regimes and outfits, and to making us the largest influencer
Influencers on our network as • Driving transactions
provides insights on brands. For Creating intellectual network in the online beauty
our brands, our content has
properties of March 31, 2022 • Motivating more brands, sellers and and
become a way to amplify their influencers to leverage personal care sector in India [RedSeer
story, proposition and Our brand affinity is driven by our our platform to get closer Report, as of March 31, 2021].
subsequently, sales. sizeable volume of content, to customers
spread across content
Most of our content is touchpoints. These
fashion blogs with 1,101 articles and
Nykaa Beauty Book and Style Files blogs published to date.
This is our repository of beauty and
23.5 MILLION
Portfolio expansion..................................44
LETTER FROM THE MD AND CEO’S DESK
desk Over the last year, the brand depth has increased to
over 1,500 brands and from earlier being a
predominantly women’s business, we have developed
solve current challenges in the unorganised beauty
ecosystem for all stakeholders - brands, retailers as well
as end consumers. This business presents a significant
opportunity through a large addressable market coupled
new divisions and categories across men, kids, home and
with a latent and underserved demand for differentiated
others. Similar to the beauty vertical, we have made
and value-added offerings in the offline market across
Dear Shareholders, concerted efforts to appeal to each member of an ever
the length and breadth of the country. The early results
growing and diverse fashion community through an
The second wave of COVID-19 pandemic disrupted lives in in the business have been encouraging and we are
assortment that comprises brands that are national,
innumerable ways with a significant human and economic building this business in a sustainable manner.
international, imported brands, premium & luxury,
cost. Many within the Nykaa family went through difficult responsible brands and ‘hidden
times and I am proud to say that each of us put the LOOKING FORWARD
gems’. These rapid developments of assortment, new
physical and mental health and safety of our people as the The stable positive movements on growth as well as
ways of selling, new curated stores and refined purchase
top priority. profitability over the last few years in our core beauty
journeys saw fashion acquire 1.6 million new customers
in FY 2021-22, compared to 0.6 million in FY 2020-21. and fashion business as well as our ability to effectively
Despite the challenging operating environment, we
diversify and extend to new categories and platforms
witnessed a year of strong performance, through
a consolidated GMV growth of over 71%, reaching CONSUMER BRANDS gives us confidence in our future momentum and the
long-term sustainability of our performance. Our
H-6,933-crores. Gross profit reached H 1,644 crores, up We have been addressing market gaps and consumer
success
73% Y-o-Y with a margin improvement of 471 bps and needs by creating, acquiring and scaling a portfolio of
so far has come from our philosophy of ‘the spotlight
EBITDA stood at H 163 crores, up 4% Y-o-Y. With a focus independent, new age, purpose-led brands in both
being on you’, putting the customers first and delivering
on long-term growth and profitability objectives, we beauty and fashion segments. Many of our brands such
the right experiences in terms of commerce as well as
made significant investments through the year towards as Nykaa Cosmetics, Nykaa Naturals, Kay Beauty,
delight. This focus on customer-centricity is balanced with
technology, operational readiness, and future growth Wanderlust
a view on improving the health of the entire lifestyle
drivers, including customer acquisition, new geographies and Nykaa SkinRx have wide customer acceptance and
ecosystem and every stakeholder in it - brand partners,
and businesses. continue to grow on and off platform. We have also
vendors, and the larger society.
acquired a 51% stake in Dot & Key, further adding to
BEAUTY & PERSONAL CARE our skincare offering. Dot & Key is a new-age brand that Market dynamics and individual preferences and habits
Despite it being a year witnessing high inflation and caters to the premium skincare market with products have witnessed increased complexity and maturity over
the resultant subdued discretionary spending towards such as serums, face masks, toners and cleansers. the last few years, and although in the short term the
beauty & personal care, our omnichannel beauty current inflationary pressures will affect discretionary
In the fashion business we are building meaningful and
business observed GMV growth of over 49% Y-o-Y, a spending, India is poised in the mid to long term to see
significant brands such as Twenty Dresses, RSVP, Nykd
testament rapid positive shifts in these lifestyle categories. Long-
by Nykaa and Gajra Gang.
to shifting channel preferences as well as our ability to term drivers of retail consumption in India present an
deliver industry-leading innovation and experiences for These brands contributed to 11.2% of the BPC GMV and immense opportunity for us in the coming year and
7.8% of the Fashion GMV in the year, respectively. beyond - rising
our customers. We acquired 4.4 million new customers in FY share rising from 16% of consolidated GMV in FY 2020-21 to over
and more. To further improve customer experience, we
2022, compared to 3 million in FY 2021. Through 25% in FY 2021-22. Nykaa Fashion has been built in a purposeful
Nykaa’s expertise in the category coupled with the ability increased warehousing capacity by 40%, adding
the year, manner, with a mission to inspire Indian women and men to make
to quickly foresee and adapt to evolving needs ensured many regional warehouses that have improved delivery
we have created multiple purchase journeys for fashion
that we achieved healthy growth in each of the timelines and have extended coverage, reaching 98% of the pin
our large and diverse base. We introduced new
categories from makeup, skincare, haircare to personal codes in the country. At the same time, we grew our physical
ways of selling on our digital platforms - live
care and wellness. In our quest to further empower the store footprint to 105 stores in 49 cities across the country.
stream formats, virtual try-ons and curations
ecosystem by building access for brands and choice for
such as ‘Conscious At Nykaa’, ‘Beauty Bazaar’
consumers, we expanded our one-stop-shop solution for FASHION
global brands, now playing the role of importer,
The fashion vertical achieved sizable scale in the year,
distributor, and retailer
witnessing an accelerated GMV growth of over 168% over FY
for 22 global brands. We also added many unique and
2021, demonstrating our ability to cater to multiple lifestyle
emerging brands from India to our offerings, making our
categories in a differentiated manner. The business has quickly
platform vibrant and appealing to our customers.
reached this point in just over 3 years of operations, with its
In April 2022, we further expanded our consumer brands seekers. With Nudge Wellness, we are venturing shareholders,
per capita incomes, urbanisation, the
portfolio through investments towards Earth Rhythm, into nutricosmetics to unlock a new but high- in our abilities has been nothing short of overwhelming.
unprecedented adoption and usage of internet and
Kica, and Nudge Wellness. We acquired a minority stake potential On behalf of the entire Nykaa team, I would like to thank
digital platforms. Younger populations will continue
in Earth Rhythm, a science-focused beauty brand, with category of edible beauty in India through a joint you for your continued trust in our business and vision to
to demand and expect increasingly differentiated
research-based and results-oriented products. The venture with Onesto Labs. become the platform of choice for all consumers.
consumption journeys, online and offline, and our
investment in Earth Rhythm addresses a market for
competitive advantage of agility, ability to innovate Warm Regards,
products that are committed to efficacy as well as to the NEW GROWTH DRIVERS and our passion for lifestyle segments will continue Falguni Nayar
planet. By acquiring Kica, we aim to bring stylish, high-
We combined our expertise in the digital to hold us in good stead.
quality activewear products at an affordable
ecosystem and the beauty & personal care
price. Through this acquisition, we can connect with the We became a publicly held company in the year
market to launch
active-wear community of athletes and everyday fitness that went by and the confidence shown by you, our
FY 2020 FY 2020
17,675 7,581 42.9
6.9 FY 2022 1,633 4.3 Our EBITDA margins were impacted due to aggressive
FY 2021 8.9 marketing and expansion of physical network. We
9.5 EBITDA Margin (in %) believe that the incremental expenses incurred in FY
2022 has helped us in achieving larger customer base,
12.7 which can be leveraged for future growth and value
FY 2022 10.5 creation. We have accelerated investment into growth
8.6 verticals such as Fashion and seeded investments in
new business initiatives such as Nykaa Man and Super
Marketing & advertisement Fulfilment Employee benefits Store. We have also strengthened our Own Brand
portfolio through organic and inorganic investments.
Profit/(loss) before tax Having turned green last year, we remained PAT positive
(` in million) Profit/(loss) after tax (` in for the second consecutive year amidst Covid disruptions
million)
FY 2020 (145) and despite significant investments as explained above.
FY 2020 (230) The incremental investments are part of well-laid out
FY 2021 661 Dear Stakeholders
capital allocation plan with Seed, Perfect, Scale style
FY 2021 616
FY 2022 I would like to take this opportunity to thank our of investments approach, which will lead to increase in
473
FY 2022 413 investors for making Nykaa IPO a resounding success. profitable growth in the future.
We are humbled by the overwhelming response of our The business performance in FY 2022 was impressive
Cash flow from operations investors and we will continue to work hard to deliver on considering external challenges, which was possible due to
Cash flow from/ their expectations. We are grateful to our shareholders, the team work that exemplify Nykaa values. Our focus and
before working capital changes SEBI, stock exchanges, registrar, banking advisors, legal
(` in million) (used in) operations counsels, auditors and other advisors for providing us
determination to constantly improve customer experiences
in the challenging environment is commendable. I wish
(` in
148 million)
FY 2020 FY 2020 the strategic guidance and supporting us in our journey
938 each one of us all the best for the journey ahead at
of going public. The primary money raised through the
Nykaa and continue to deliver value to our
FY 2021 1,856 FY 2021 1,332 IPO enables us to fund non-linear growth initiatives
stakeholders’ on sustained basis.
while maintaining a customer-first approach.
FY 2022 1,831 FY 2022 (3,540)
Arvind Agarwal
In FY 2022, we saw one of the fastest growths in our
Chief Financial Officer
top- line over the last three years, despite recurring
waves of the pandemic and slowdown in discretionary
spending
Total orders (BPC) (` in million) Total orders 120%
5 (Fashion)
FY 2020 17.0
8
1.1 FY 2020
FY 2021 17.1 %
2.4 FY 2021
FY 2022 27.0
FY 2022
5.2
(` in million) i s nflation. This was driven by growth across business
w
n i verticals comprising of BPC, Fashion, Own Brands and
i
c n Advertisement revenue. Not only that, but quality of
t
r g growth was also quite robust. Our gross profits grew at a
h
e faster rate of 73%, and gross profits margins expanded
a i by 471 bps to reach 43.6%.
creator role
FMCG companies, to smaller disruptive D2C brands
are given a platform to interact with some of the
countries most enthusiastic beauty consumers. By
creating a balance
between width of assortment and curated discovery, we
believe the result is empowering the consumer to make
the right choice for themselves.
Number of (in million) Number of (in million) Despite an already significant assortment, there are many
visits orders more brands both global and domestic that would be
additive to the consumer experience on our platform.
With this in mind, we managed to identify, partner with,
FY 2019 378 9.1 FY 2019 11.0 3.5
and launch 22 brands into the country via our imports
channel, taking our total count of import brands from 18
FY 2020 575 12.2 FY 2020 17.0 5.3 to 22.
These brands include Sol de janeiro, 111skin, Nudestix
FY 2021 659 13.5 FY 2021 17.1 5.6 and Charlotte Tilbury.
FY 2019 11,586
1,902 FY 2021 8.3
E
FY 2020 17,323
B FY 2022
2,772 8.2
FY 2021 22,836
I
T
focus and to s, gin. A e ways of ce have played a role in driving a healthy outcome for
by 479 talented and knowledgeable “Beauty Advisors”
omnichannel maintain and custo working the year.
we are excited for what is yet to come from our
approach allowed its mai mer with our
With 3,118 brands retailing on Nykaa.com and across physical retail business.
us to cater to category ntai centri brand
our network of stores, we have continued to focus on
these emerging leadershi n c partners, As we enter 2023, we at Nykaa are optimistic for what lies
helping our brand partners achieve their objectives,
consumer trends p, grow profi appro and a ahead. Our platform has strengthened meaningfully over
including
effectively. revenues tabil ach relentless the past year and is ready to serve the ever-evolving Indian
by 48% ity to focus on consumer. As India embraces aspirational beauty, and
Despite the
in FY with the improving consumption and premiumisation tailwinds play out over
challenges posed
2022, 8.2 art of platform the coming years, Nykaa Beauty stands well positioned
by COVID-19, and
acquire % retaili technolog to nurture and grow the ecosystem for the benefit of our
increasing
4.4 EBI ng, y and consumers and our partners.
competitive
million TDA collab delivery
intensity, Nykaa Anchit Nayar
customer Mar orativ convenien
Beauty managed CEO, Nykaa E-Retail
48% 46%
EBITDA Margin %
Shopping
metrics like sales from new season merchandise (29%
of sales in FY 2022) and average order value (₹3,420
in
FY 2022) as markers of our differentiation. Going forward,
we’re placing immense focus on bringing the best of
international styles to our customers via the ‘Global
Store’ - we are certain that this will further strengthen the
Number of (in million) Number of (in million) uniqueness of our assortment into next year.
25% The focus this past year was three fold: growing
Looking ahead, we are firmly focused on both
73% 168% 296% growth and a path to profitability. Through a strong
assortment thoughtfully, improving customer experience
focus on strengthening assortment, increasing brand
and doubling down on our owned brand strategy.
awareness, driving repeat purchases, sensible
Revenue
(` in EBITDA (` in
In terms of assortment, we are now at 1,500+ brands, marketing strategies and balanced customer policies –
million) million) and have expanded from women’s fashion to men’s, kids’ next year’s choices will be made via the lens of
FY 2019 4 and home to establish ourselves as a lifestyle retailer. balanced top and bottom line health and strong unit
FY 2019 (10) (240.2)
While we strive to drive completeness in merchandise, economics.
FY 2020 352 we hold
FY 2020 (185) (52.7) Adwaita Nayar
ourselves to high standards when it comes to curation
Co-founder & CEO, Nykaa Fashion
and quality, and are unwilling to waver on that for
FY 2021 1,438 immediate gains in the topline. We added curations of
FY 2021 (261) (18.2)
brands like “Hidden Gems” (emerging Indian labels) and
FY 2022 3,254 “Responsible” (sustainability-focused brands), which
FY 2022 (682) (21.0) were well received by the customers, and continued to
126% weave educational
(161%)
EBITDA Margin %
Non-linear initiatives to
Acquisitions in own brand portfolio
strengthen our TAM*
As an organisation, we are always raring to go, for novel opportunities and to new
customers. In a world where convenience and customisation have become key,
we are working to be the brand that customers think of for all their big and Dot & Key Earth Rhythm
small lifestyle needs. We are supporting the growth of brands with potential and A new age brand that offers A clean beauty and personal
premium skincare products, care cosmetics brand,
vision in line with ours, bringing globally acclaimed brands to India’s allowing us to expand our fortifies our commitment to
beautyscape, and partnering with associates who can get us to new and existing skincare, personal care and sustainable products
nutraceuticals owned
customers faster. portfolio
Strategic progress...................................50
Materiality.........................................52
Governance........................................54
INDUSTRY TRENDS WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
1
India’s unfolding 2
2022, 88.9% of our online
GMV (92.58% in BPC and
partners for this. We have the largest
assortment of luxury products, with
• Launched SuperStore • 105 physical stores in 49 cities Own Brands and 7.8% of • Partnered with Onesto Labs &
PIS OF FY 202
• Forayed into Home Furnishing 3,000+ brands and Fashion GMV from own Earth Rhythm
KPROGRESS
• Become the single largest • Expand consumer base • Create omnichannel dominance • Expand own brand portfolio • Non-linear and inorganic growth
destination for lifestyle needs • Enhance revenues by in BPC
of our diverse consumer base • increasing wallet share • Strengthen brand relationships
Prioritising issues
of critical importance
Low Medium High
10 7
ESG in today’s context is about doing the maximum we can as enterprises 6
3
IMPACT TO STAKEHOLDERS
to create, long-term sustainable impact among stakeholder segments. 8
We undertook materiality assessments to identify critical ESG matters 4
11
The material topics were identified based on interaction with our internal stakeholders, considering multiple
9
other relevant factors such as industry research, benchmarking of internal and external forces, referring to key
ESG frameworks such as GRI standards, among others. The materiality matrix presented here indicates the list
12
of material topics identified during the assessment process.
14 1
13
15
MATERIALITY PROCESS
IMPACT TO BUSINESS
2,327
Received Closed Open Responsibility (CSR) programmes
• The Board has placed focus on educating employees
on a comprehensive Code of Conduct, which ensures • Talent, capability development
Whistle-blower
NIL NIL NIL PERSON-HOURS that our values and the expected standards of and succession planning.
cases (Nos.)
conduct and governance as a listed company is
Shareholder
Training on compliance and ethics
2,751 2,751 NIL maintained
complaints (Nos.)
• Approving financial results, risk mappings,
Customer specific reviews by the Audit Committee and
25,079 25,079 NIL
complaints (Nos.) Risk Management Committee
Customers..........................................60
Business partners....................................64
Employees..........................................66
Communities......................................70
Environment......................................72
Regulators.........................................74
Awards...............................................75
WHO
WE
ARE
INVESTORS WHAT HOW DO WE WHY STATUTORY FINANCIAL
WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
g
r
o
w
Going public
t
We listed Nykaa on the Indian Stock
`53,497 `47,197
h Exchange, to provide flexibility and MILLION MILLION
liquidity to shareholders, existing and
growth
Capital and Natural Capital
Value we create
Prioritising capital efciency
Our investors are the We have scaled our business while maintaining
strong growth and profitability metrics by focusing
providers of our financial 324,164 22 on capital efficiency and unit economics. As we
capital and are key advisors vertically
0.25
Debt-Equity
PAT POSITIVE
Since 2 years
CUSTOMERS WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
13 MILLION 5,403
March 31, 2022
14% 30%
Reduction in customer Reduction in customer
complaints in BPC complaints in Fashion
62 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 63
BUSINESS PARTNERS
WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
WE WE CREATE VALUE NYKAA REPORTS STATEMENTS
ARE DID
5,403 5 2,513
Value we create
Influencers Delivery partners Suppliers
Access to a growing customer base
Our experience and in-depth understanding of product
assortments, supported by consumer insights inform
our ability to predict trends, and tailor brand specific
Partner story
Promoting on a solid platform
Financial Capital Intellectual Capital Digital Capital
Charlotte Tilbury launched on Nykaa in November 2020 with an online popup ‘House of Tilbury’, which was aimed
at creating immersive virtual experience to discover best-selling products and be appraised of the brand’s rich
history. To maximise local consumer relevance, Charlotte Tilbury and Nykaa created an Indian bridal look for the
market during the wedding season. Leveraging our vast network of celebrities and influencers to promote the
proposition and create buzz, Charlotte Tilbury, through Nykaa has swiftly established itself in a new market in a
short span. On the day of its launch on Nykaa, the brand exceeded the jointly agreed target by over 50% and it
continues to grow on our platform.
Social and
Human Relationship Capital Natural Capital
Capital
64 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 65
EMPLOYEES
WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
46% 54%
Female employees Employees under 30
Inclusivity
Inclusion is a big part of our ‘culture of belonging’.
We strive to create an atmosphere where everyone
can be themselves, regardless of age, faith, or
gender, and know that their opinions matter. For us
inclusion is respecting individuals and treating each
other the way we want to be treated. We value the
abilities of every Nykaaite, as well as appreciate and
encourage diversity of thought and being. We do
not restrict ourselves with inclusion in ways of
working but emphasise on empathy and
camaraderie.
Human Capital
Social and
Relationship Capital Intellectual Capital
Value we create
Holistic well-being for employees and their
families
We have doctors on call across our offices, who provide
basic medical consultation and conduct regular wellness
and emotional resilience workshops. We have also
partnered with an external agency to provide counselling Managerial New joiner Pulse across Culture Admired
support to our employees in discreet and non-judgemental
development experience organisation building block Nykaa
ways. We also conduct awareness programmes on Enhance managers’ Perceive how Check the pulse Understand how Identify what makes
subjects, including financial planning, emotional well-being capabilities to connected the of the much of our Nykaa an aspirational
for the growing Gen-Z population in our organisation, and drive engagement fast-expanding organisation as values have been workplace
so on. through action team feels to one entity across adopted by our
learning projects the businesses people
Response to COVID-19 organisation
COVID-19 was a testing time for all of us. In the true
spirit of One NYKAA, our team, quickly adopted new
working arrangements and ensured business continuity.
To play our
part in limiting the impact and contributing to the agile environment, we introduced digital and
wellness of our employees, a special task team called structured learning.
We adopted the 70-20-10 principle, wherein the 10% comes from formal traditional course instruction, and another 20% from activity-based
NYKAA Cares, came together to implement social
peer learning. The remaining 70% comes from practical application, which is on the go. As part of this intervention, we introduced Nykaa
outreach and counsel employees during the pandemic
Academy, our in-house learning platform.
and it still operates today.
The team was available round the clock for our employees
and a helpline was set up for the same, which received
Nykaa Academy
3,000+ calls. Vaccination drives were conducted across With a wide array of domains from Retail to E-Commerce, Technology to Operations, Nykaa Academy provides customised learning
Mumbai, Bengaluru, Gurgaon/NCR, among other cities. experiences with recent and relevant content. It extends a platform to develop professional competencies with large set of course offerings.
We
Connecting with leadership- for continuous have democratised learning in the organisation where employees can choose courses as per their interest and not remain bound by their
domain/function. The engaging platform provides flexibility with easy-to-access features and an opportunity for cross-learning. In addition
mentorship to features of reward points and leader boards, our people get certified following the completion of their programmes.
We also have multiple touchpoints for employees to
interact with the core leadership team and conduct Listening to our employees
leadership cohort sessions on organisation building. We We have a young and energetic team, which works in step to yield profitable results from the organisational hustle passionately. While there
have townhalls both at One NYKAA level and for respective is a lot happening behind the scenes, we ensure the voice of our Nykaa Army is heard and actioned on an ongoing basis. We begin with
businesses that provides a platform for employees to their managers and encourage Skip levels to connect. We also conduct townhalls and forums like SpeakUp for employees.
connect with the leaders of the organisation. We started the
I- Lead initiative to build efficient and effective leadership We onboarded external partners to conduct a fair and transparent employee engagement survey across segments to understand how
for front-line managers, a structured training programme to employees feel about our workplace and provide their inputs on how to improve processes, strengthen relationships and augment business
build managerial effectiveness. outcomes. We also have regular touchpoints for our new joiners in the form of 3-3-3 Feedback. This is to ensure their smooth onboarding
and settling in.
Embodying our values and essence
In collaboration with our business leaders and the
Nykaa Army, we created our values in FY 2021, which
helped define what we stand for. Our values form the
bedrock of our identity, actions, and culture. Within
our fast-paced organisation journey, these values were
disseminated through communication forums,
workshops, townhalls and reward platforms. These
values were built into the
organisational DNA through processes and systems, which
is also discussed during performance evaluation.
Championing social inclusion • Deployed mobile units in smaller villages and towns Honcho Tech for Good Foundation
and empowerment
with no infrastructure to identify people who were
With this partnership, we touched the lives of
not wearing masks and educate them on its need
those in remote panchayats of West Bengal by
• Created isolation centres, considering the providing
anticipated need for the same among 400k people access to quality medical equipment and
At Nykaa, our vision is to bring inspiration and joy to people everywhere, every across India consumables. These include 200 digital thermometers
day. In addition to our mission and values, this forms the DNA of our CSR • Helped 75 + hospitals in ramping up infrastructure
and oximeters transported to the project site in
Minakhan.
agenda. Over the years we have made strong development strides with a focus on • Took the initiative to help those in home isolation
underprivileged women and children. We aim to be an ally that inspires positive where possible by ensuring access to oxygen and so Learning Curve Life Skills
on This partnership was targeted at the 16 mandals of
change in communities, which can go a long way in building a more inclusive India. Siddipet district, Telangana, from which students and
Medical equipment and consumable their families from KGBV benefitted. We distributed the
equipment and consumables to 16 schools following data
distribution collection of these students.
Ekam Foundation Note: Based on impact assessment report shared by Give India
programmes that help drive inclusive growth and support this mission. Specifically, we:
equitable
Through our CSR initiatives, we aim to champion Our interventions have been detailed below
authentic self-expression. The key philosophy centres
around driving empowerment and inclusion for all.
This includes the communities our business operates
Nykaa X GiveIndia
in, the underprivileged as well as society at large.
We are committed to the development of the
partnership (May 2021)
country’s entrepreneurial ecosystem and have To support the nation’s healthcare heroes who
entered into a Memorandum of Understanding with were going above and beyond to fight the
IIM-A to enhance the education and research in pandemic, we joined hands with Give India to
entrepreneurship through establishment of an provide access to essential protective devices,
Entrepreneurship Chair. N95 masks, oxygen masks and sanitisation
essentials across the country.
In the last year, we undertook several programmes
in line with our CSR strategy, to implement Our employees contributed a day’s salary to further
How we connect with them Value we create Capitals impacting them
We connect with them through collaborations with
NGOs, direct consultations, field-visits and trainings,
digital platforms, volunteering work, including e-
volunteering, reviewing programme achievements
`8.88 MILLION `4.98 MILLION
and impact.
development among relevant communities in
• Made COVID-19 prevention efforts through
CSR spend CSR unspent amount
education, upskilling and entrepreneurship.
mass communication in partnership with Lifebuoy
Capitals they impact
brand from the house of HUL Social and
Financial Capital Relationship Capital
Building a
climate-conscious culture
Being a new-age brand with a purpose, we regard environmental concerns
as being critical to the progress of the industry and the nation. We
strive to minimise impact of our actions and are working to create
ecology
consciousness among our people and stakeholders.
Value we create • Undertaking a pilot programme
where customers can opt to drop
Adopting sustainable packaging off empty containers of products
from in-house brands
options
• Collaborating with our brand partners, to
As a responsible firm we are aware that
send back packaging material so that it
our operations as an omnichannel retailer
can be recycled
has a by-product of waste, the
management, • Collecting waste at our warehouses to be
reduction and disposal of which we take recycled through a third-party
quite solemnly. While packaging is crucial partnership
given that we want to ensure that our
products reach consumers in a safe manner,
this generates waste, and traditionally plastic
has been the first choice of the industry. Our
objective is
Reducing waste for
to be ecologically responsible and avoid the a better today and
usage of virgin plastic while encouraging a
channel for waste management and creating tomorrow
sustainable ecosystems. We have already
Our Nykaa 10X10 initiative,
taken multiple initiatives to meet our goals:
started in July 2020, aims to start
• Eliminating the use of plastic fillers reducing the amount of plastic
previously used to fill space inside boxes used (both by volume and value)
through the usage of smaller, resized by 10% every year for the next 5
boxes and replacing plastic fillers with years.
paper fillers Over a longer horizon of ten
years, the initiative intends to
• Replacing plastic product wrappers with
involve multiple supplier-partners
paper retention boards, for some box
and look for a solution that
sizes over the last six months
completely eliminates the use of
• Using recycled paper at an overall plastic at a consolidated level.
level, which now constitutes well over
90% of material used for packing
How we engage
Engaging with our regulators is important for us.
We are a part of multiple trade associations and 100%
chambers, which are pertinent to our business.
We also engage with regulators through regular
regulatory meetings and interactions, policy citations
Resolution of complaints received from investors,
and disclosures about our business matters. employees and customers
Value we create
We create better value through robust compliance
and ensuring that all complaints received from
stakeholders are resolved. Being a beauty and
ZERO
wellness enterprise, our product portfolios also
contain various pharmaceutical, food and cosmetic Complaints related to child labor,
components, which drive us to take food, safety and forced labor, involuntary and sexual
all related legalities very seriously besides data
privacy, IT security, and customer protection
mandates.
harassment, discriminatory
employment and human rights Prestigious Business acclaims
• Bagged the TIME 100 Most Influential Company
recognising
responsibility to our regulators as well as ensure
incorporation of best industry and finance practices ZERO • Awarded the Economic Times Best Organisations for Women in March 2022
pertaining to trade, retail, health and commerce,
our efforts
apart from other parts of our business operations.
Cases filed against the Company
Memberships of trade and chamber or regarding unfair trade practices,
Leadership recognitions
associations irresponsible advertising, and/or Falguni Nayar
FICCI - Federation of Indian Chambers of Commerce anti-competitive behavior Our efforts to build
& Industry
and sustain our EY Entrepreneur of the Year Bloomberg
IBHA - Indian Beauty Health Association of India
reputation as one of Award in 2021 Global Annual 50 list
CII - The Confederation of Indian Industry (CII) Capital impacting them India’s most loved
RAI - Retailers Association of India
brands were accredited Forbes India World’s 100 Forbes
through the industry Most Powerful Women India Roaring 50s
recognitions bestowed
Financial Capital
on us during the
year. Business Management Express AWE 2022 -
Association Management Express Awards for Women
Achiever of the Year (Female) Entrepreneurs
Capitals they impact
Management Discussion current account balance and fiscal deficit, while being
mindful of subsequent COVID-19 outbreaks.
A. Economic and Industry Overview and safety derived from internet-enabled solutions.
While India’s digital journey has been remarkable,
A1. Indian Economy there is significant headroom for growth - expected to
be bolstered by the availability of internet access as
well as
As per National Statistical Office, India’s real GDP is the GDP in FY 2022-23, highest in nearly two the impetus provided by the Government of India towards
expected to grow by 8.7%1 in FY 2022, surpassing the decades. Private corporate investment is also digital inclusion.
output of the most recent pre-pandemic year of 2020. expected to rise with improvement in demand, leading India will continue to grow across the digital use-case
Even though the speed of recovery was hindered by the to increased manufacturing sector capacity utilisation funnel, as there is substantial scope for growth at each
severe second wave at the start of the year, it picked and rollout of the Production-Linked Incentive level. Additional enrichment like the affordability of
up momentum as the infection curve started to flatten Scheme. internet, continuous improvement in telecommunications
and restrictions were lifted in a phased manner. During
The RBI expects real GDP to grow by 7.2%1 in FY 2023, infrastructure, increased adoption from Tier 2+ cities,
January 2022 and the third wave, India was
however remains conscious that the outlook could rising popularity of social media, competitively priced
significantly better prepared to deal with the outcome
potentially be impacted given sustained inflation online offerings, growing trust and adoption of online
vis-a-vis previous waves.
pressures in the next few quarters (including the impact payment platforms all contribute to developing this
Leading with the highest growth rate amongst large of Russia - Ukraine conflict), quicker tightening of further.
economies, the Indian economy observed a strong financial conditions with RBI’s rate hikes, high oil prices As per a RedSeer Report, internet users in India were
recovery that was driven by favourable monetary & impacting estimated at around 660-690 million in 2020. This is
fiscal policy, mass vaccinations, and significant progress
expected to reach 970-1,000 million by 2025. This report
on structural reforms. This year was also characterized
1 also highlights how online shoppers in India are expected
by strong growth momentum in exports and RBI Bulletin June 2022
to more than double from 150-180 million in 2020 to 350-
improvement in credit uptake driven by agricultural and
400 million in 2025.
industrial sectors.
Outlook
The Indian economy is expected to benefit from
recovery in consumption propelled by increasing
normalisation
of activity, higher rural income, continued emphasis
on infrastructure spending by the government, and
an
incremental boost from pent-up household savings. The
Government’s CAPEX is budgeted to grow to 2.9% of
7.2%
Expected GDP growth rate for FY 2023
76 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 77
FMSANNEA-
WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
GCEOMMEMNETRDCIESCVUESNSTIUORNEAS WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
NLIDMAITNEADLYSIS ARE
I91 trillion
demographic and socio-economic factors.
7%*
Retail opportunity by 2025 20-25%
1,120
868
8%
A2.1.2 Opportunity Emergence of a Sizable Prestige BPC Segment A2.2. Fashion Market India Fashion Market and
Growth in BPC Spend by Youth In recent years, aided by increased disposable income, According to the State of Fashion 2022 report released Growth (` in billion)
Consumers in the 25-35 years age group are the most rise in aspirational BPC buying and improved access, by McKinsey & Company, global fashion sales will
active BPC buyers, yet the buying behaviour of these there has been greater proliferation of prestige brands. reach 96-101% of 2019 levels in 2021, further rising
consumers is different compared to traditional Indian The prestige segment grew at a much faster rate than to 103- 108% in 2022. Whilst overall sales are expected 18%* 8,702
shoppers. They are more inclined to have a relatively the mass segment and overall BPC market. The premium to make a recovery, performance is uneven across
12%*
sophisticated make-up and skincare regime where their BPC segment comprises 4.2% of the total segment in geographies. The global fashion market is projected to
purchase decisions tend to be influenced by trends. India and premiumisation opportunities are multiplying at benefit from global macroeconomic trends and positive
This segment is also open to experimenting with newer a higher pace. Globally, this segment is as high as 20- customer sentiment. Pent-up buying power especially 5,838
product categories. 40%. in countries with high vaccination rates and savings (35%)*
indicate favourable market conditions for 2022. 4,186 3,794
Consumers between the 18-24 years age group are Rise in Popularity of Online Content-led Discovery Sustainable products and operations will be the key
a digitally native generation that engages through
Online content has become one of the primary levers challenge and opportunity moving forward. While the
social media to discover, adopt and socialize
of BPC purchase decisions, which effectively facilitates move to digital presents another big opportunity for
brands and behaviours.
discovery and understanding of BPC products and the fashion industry, supply chain and logistic issues
brands. This has given a significant push to the market continue to weigh heavily.
Increasing BPC Spend from Non-Metro Cities
as Gen-Z and millennial consumers (which are the 2016 2019 2020 2025P
There has been an increase in aspirational spending *CAGR
most
active BPC buyers) continue to remain active consumers Complementary to global indicators, the Indian fashion
of online content on social media platforms. The live
on BPC products in non-metro cities enabled by e-commerce market, which comprises influencers, market is expected to be driven by a young population A2.2.1 India Online Fashion Market
rising disposable income, increasing female workforce merchants and key opinion leaders selling directly to with increasing disposable income. The Fashion
participation, growing popularity and influence of social consumers on the platform via video live streaming, is The online fashion retail sector size was at ₹450 billion in
Market grew at a 12% CAGR over three years to reach
media, and evolving lifestyle choices. BPC spending from likely to become an important facilitator of discovery in 2020 (based on checkout GMV), growing at 25% CAGR
₹5,838 billion in 2019. It declined by 35% in 2020
Tier-2+ cities is projected to grow faster than metro the BPC category. over the past 4 years. This led to online penetration
during
cities. Tier-1 cities, with their large population base, growing 3x in 4 years to 12% in 2020, with relatively
the first COVID-19 wave - driven by the reduction in
driven by an increase in their per capita BPC spend. Growth of Men’s Segment higher penetration in the footwear and accessories
discretionary spending and disruption in supply chain
Traditionally, BPC spending by men has been categories compared to apparel. The sector is expected to
due to the first lockdown. The Fashion market in India
Rise in Spend on Specialised BPC Categories significantly lower than that of women. However, in grow at 36% CAGR over the next 5 years.
is projected to recover strongly and grow at 18%
Some specialised BPC categories like deep skin and recent years, men have become more aware of CAGR over the next five years to reach ₹8,702 billion The rapid growth was led by the growing online
derma care, fragrances, nutraceuticals, men’s grooming, appearance and conscious of hygiene. This has led to by 2025. Apparel is projected to continue driving shopper base in Tier-2+ cities, digital maturity of
sexual wellness and hygiene have found their way into the grooming category for men expanding beyond ~73% of the market in 2025. Gen-Z and millennial consumers, willingness to trade
consumers’ repertoire, steered by a cultural shift in shaving to extend to beardcare, up
metro and Tier-1 cities. shower gels, face wash, fragrances, and body lotions. Over for personalised experience, impact of social media
the last few years a number of brands focused on men influencers to enable effective product discovery,
have entered the market. Influencers normalising the use strong emergence of digital-first brands, adoption
of these products have also played a key role in driving of e-commerce by premium and designer brands,
adoption of these different products and categories. increased assortment available across sub-categories
and convenience of online shopping along with hassle-
free returns.
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B1.1 Overview over three different store formats. Our physical stores
offer a select offering of products as well as a seamless
We are a digitally native, consumer technology platform,
experience across the physical and digital worlds.
delivering a content-led, lifestyle retail experience to
consumers. Since our incorporation in 2012, we have Our lifestyle portfolio spans beauty, personal care and
invested both capital and creative energy towards fashion products. We believe that consumers have
designing a differentiated journey of brand discovery for different journeys for different lifestyle needs, and this
our consumers. We have a diverse portfolio of beauty, has led us to build vertical-specific mobile applications,
personal care and fashion products, including our owned websites and physical stores. These independent
brand products manufactured by us. As a result, we channels allow us to tailor our content and curation
have established ourselves not only as a lifestyle retail optimally for the convenience of consumers and to cater
platform, but also as a popular consumer brand. We to the different consumer journeys that exist in these
offer consumers an omnichannel experience with an business verticals:
endeavour to cater to diverse consumer preferences Nykaa: Beauty and personal care
and conveniences:
Nykaa Fashion: Apparel and accessories
Online: Our online channels include mobile Nykaa Others: EB2B and Nykaa Man and other growth
applications, websites and mobile sites. As of March 31, verticals
2022, we had cumulative downloads of 72.5 million
In addition to leveraging our strengths in comprehensive
(47.3 million in BPC and 25.2 million in Fashion
merchandising, brand relationships and delivery
verticals) across mobile applications and during FY
experience, we focus on educating consumers via
2022, 88.9% of our online GMV came through our
digital content, digital communities and tech-product
mobile applications.
innovations, which is an integral component of our
business model.
Integration of 13 million+
L’oreal’s Virtual Social Media Follows
Tool as on March 31, 2022
A2.2.2 Opportunity Growth of Men’s and Kids’ Segments The Virtual try on
Growth in Fashion Spend by Youth The men’s segment, although slightly smaller, has
feature is available
for Maybeline New
York, L’Oreal
Consumers in the 20-35 years age group are the most grown at a faster pace than the women segment. The Paries, NYX
Professional Makeup
active fashion buyers, who aspire to express their growth on Nykaa app
individuality through fashion choices. These consumers is largely due to the rise in assertive male spenders with
possess decent paying capacity, high awareness of latest high disposable incomes and the need to look and feel
trends and strong digital maturity. good. Besides, the kids’ segment has grown rapidly Al Powered Virtual
Try On Tool (VTO)
between 2016 and 2020, given the consistent demand
Increasing Spend on Fashion from Tier-2+ Cities for clothes and footwear for growing kids. Enabled live
steaming of
5,403
Demand from Tier 2+ cities has grown rapidly over the shoppable
Influences as on
past few years, propelled by consumers shifting from Emergence of Occasion-Centric Demand content on the
Nykaa app March 31, 2022
- an interactive,
unbranded products to value-branded products and Though casual fashion in India is largely led by western entertaining garnified
availability of value-focused brands and retail stores to wear owing to its comfort and easy availability, occasion- shopping format ~23 million
to drive education,
centric fashion is seeing a considerable rise in demand, Explore (Watch & Buy)
serve this demand. Spend on fashion from Tier-2+ cities awareness,
engagement on post views in FY 2022
is projected to grow faster than the market. wherein both western and ethnic wear are used widely. the app
In western wear, shirts and trousers or skirts for formal/
Rising Influence of social media corporate occasions, business suits for interviews/events,
Consumers tend to get influenced by the latest trends in tuxedos and gowns for parties and designer suits for
apparel, footwear and accessories through their network weddings, have become ongoing fashion trends and are
on social media platforms. This not only educates them seeing high demand. On the ethnic wear side, there is a
on the latest trends in the market, but also pushes them growing fondness and respect for the category, especially
to aspire for newer products and brands to stay updated during the wedding and festive seasons.
in their social circle. This eventually translates into
increasing spend on fashion products.
B1.2 Beauty and Personal Care As of March 31, 2022, Nykaa Fashion housed 1,553
Our beauty and personal care offering are brands and over 4.3 million SKUs with fashion products
extensive with 2,96,122 SKUs from 3,118 across five consumer divisions: women, men, kids, tech
global and domestic brands primarily across and home. Within these divisions, we merchandise across
make-up, skincare, haircare, bath and body, several categories, including western wear, Indian wear,
fragrance, grooming appliances, personal lingerie, footwear, bags, jewellery, accessories,
care, and health and wellness categories as of athleisure, tech accessories, home decor, bath, bed and
March 31, 2022. kitchen to cater to diverse consumer journeys across our
platform. We offer a mix of brands across established
Having invested in omnichannel distribution,
national brands, international brands, luxury brands, and
digital marketing, technology and logistic
emerging labels and designers.
capabilities has enabled us to provide a wide
range of services to our brand partners, While we offer a wide range of products, we place
thereby enabling long-term and mutually strong emphasis on curation. We identify fashion-
beneficial relationships. For online- first forward brands, vetting for style and quality, and
brands, we provide them with the ability further selecting styles within these brands to offer on
to rapidly scale by leveraging our online our platforms. We also place importance on selling full-
platform; for prestige brands, we help them and Nykaa Kiosks and are developed to cater to a specific
price products, reducing reliance on discounting, and
grow through our omnichannel distribution; consumer demographic and need of the local market.
selling latest season’s designs. Additionally we use
and for traditional FMCG and CPG brands, we We manage our BPC business predominantly through an inventory digital content, personalised mobile application
provide them with the ability to acquire and led model. This approach allows us to source directly from brands experiences and proprietary recommendation
retain millennial and Gen-Z consumers as they or their authorised distributors in the country thereby guaranteeing algorithms, to build differentiated, style-driven,
stay relevant to changing consumer trends. authenticity of products sold to consumers, important in driving discovery-led experiences
As a result, a host of renowned domestic consumer trust and thereby adoption. Having an inventory-led for consumers. Nykaa Fashion has seven owned brands,
and international brands chose us as their model also allows us to ensure availability and timely delivery. which are available on our online channel, one physical
launch platform in the Indian market. store, and third-party retailers for many brands.
In addition to being a multi brand speciality beauty retailer, we
Despite being a consumer technology manufacture and distribute our own branded beauty and personal B1.3 Fashion Nykaa Fashion has different operating models such as
platform, we recognised the importance of care products through third- party manufacturers contracted by We launched Nykaa Fashion in 2018, as a lifestyle sale or return (SOR), marketplace and just-in-time
having a sizeable offline network of owned us. We have entered into agreements with several manufacturers platform to inspire consumers to make fashion and (JIT) inventory model. Such model lends capital
and operated retail stores. We opened our in India, for the manufacture of such products, which are sold lifestyle choices that best suit them. We have a wide efficiency for the fashion business where trends
first speciality retail store in 2014, and have under our owned brands such as ‘Nykaa Cosmetics’, ‘Nykaa assortment of offerings, at varied price points to cater change quickly or frequently. We have made
as of March 31, 2022, 105 physical stores Naturals’ to women, men and children across diverse investments in technology,
across 49 cities. Our physical stores currently and ‘Kay Beauty’. Our owned brands have their own “Go to Market demographics. people and processes to support and scale these models.
exist in three formats, Nykaa Luxe, Nykaa On Strategy “ and are available on our online and offline channels, as
Trend well as third-party retailers.
B1.3.1 Achievements of FY 2021-22– Fashion
B1.2.1 Achievements of FY 2021-22 – BPC Business performance
Business performance Particulars FY 2021-22 FY 2020-21 % increase
Monthly Average Unique Visitors (in million) 15.30 5.77 166%
% increase/
Particulars FY 2021-22 FY 2020-21 Annual Unique Transacting Customers (in million) 1.82 0.65 182%
(decrease)
Orders (in million) 5.19 2.36 120%
Monthly Average Unique Visitors (in million) 20.78 13.52 54%
AOV (₹) 3,420 2,739 25%
Annual Unique Transacting Customers (in million) 8.43 5.65 49%
GMV (in ₹ million) 17,516 6,530 168%
Orders (in million) 26.96 17.09 58%
In FY 2021-22, 5.19 million orders were placed for fashion products with a total GMV of ₹17,516 million, 168% increase from FY 2020-21.
AOV (₹) 1,864 1,963 (5%)
GMV (in ₹ million) 49,987 33,542 49%
In FY 2022, 26.96 million orders were placed on our platform for beauty and personal care products with a total GMV of
₹49,987 million, a 49% increase over FY 2021.
B.1.4 Others Existing vs New(1) Customers (GMV Share - BPC) Content-First Approach to Retailing
Others in FY 2021-22 includes new businesses like Nykaa
In BPC and Fashion businesses, consumers often
Man, eB2B platform ‘SuperStore by Nykaa’, International
require assistance to navigate a fragmented and wide
and new brand acquisitions. Of the total GMV of ₹69,332
30% 27% assortment. We believe that purchase decisions can be
million, others contributed 2.6% i.e., ₹1,829 million, 45% 34%
simplified in lifestyle commerce through inspirational and
seeing an increase of 371% from FY 2020-21 where
educational transmedia content.
GMV was ₹389 million. Others in FY 2020-21 included
Nykaa Man only. 70% 73%
As per RedSeer Report, we were one of the first online
55% 66% retail platforms in India to drive widespread product
Nykaa strengthened its partnership with ELCA Cosmetics
and influencer-led education through creative and
Private Limited with the launch of Aveda X Nykaa unisex
entertaining content across video and written formats.
salons in India, starting from Bengaluru in April 2022, FY2019 FY2020 FY2021 FY2022
Our content captures the latest trends, helps ideate
offering advanced, international, high performance and Existing New and create beauty regimes and outfits and provides
100% vegan premium hair services to Indian consumers.
insights
on various brands available on our platform. We also work
B1.5 Value Proposition closely with our brand relationships to create content that
Our business was built iteratively while innovating for Existing vs New(1) Customers (GMV Share - Fashion) amplifies their brand story and subsequently, their sales.
consumer satisfaction as well as optimising for purchase We create and film most of our content in-house through
behaviour. We believe that the consumer journey for we target consumers and design personalised browsing the Nykaa Army, a team of employees who are beauty and
product selection often involves a significant amount of and purchase experiences to meet the diverse needs of fashion content creators. Being mindful of India’s diversity,
time spent exploring. We endeavour to understand the our consumers. we create content across eight languages.
74%
process of decision-making and provide for the critical 91%
100% We leverage influencers through our Nykaa Affiliate
moments across different stages of a consumer’s journey Our business model is rooted in our value proposition,
separating us from the otherwise predominantly Program, which enables external content creators to
on our platform. Through integrations across
transactional e-commerce industry. publish content on our behalf, across several digital
touchpoints, 26%
9% platforms. As of March 31, 2022, we had a network
FY2020 FY2021 FY2022 of 5,403 influencers. Over the years, we developed a
Our Value Proposition Existing New
community of bloggers and content creators who, in
most cases, receive a commission for the sales they drive
on our platform. As a result of our brand equity and our
(1)
New Customer GMV refers to MRP value of all orders
track record of building digital communities, we can
Commitment placed during the same year by the customer acquired in
to Authenticity that financial year attract influencers.
Diverse
Commitment to authenticity Nykaa Network: A peer-to-peer social community, which
Portfolio of
is an interactive beauty forum that has reached a scale of
Comprehensive Assortment We have developed systems and processes to ensure
Owned Brands 4.4 million members as of March 31, 2022. Here members
and Focus on that the products sold on our platform are authentic and
Curation and can chat with other beauty enthusiasts, ask and answer
build trust among our consumers and brands. For our
Merchandising
beauty and personal care offering, our business is
predominantly inventory led. This approach ensures
sourcing directly from brands or their authorised
website and mobile application for beauty and personal distributors in India.
We evaluate the effectiveness of our value proposition
care as well as the fashion verticals. Our new consumers, It allows us to guarantee authenticity of products, an
by tracking, among others, GMV from existing
identified by their email-id or mobile number, are those important consideration for consumers of such products.
consumers. We have observed a high level of loyalty for
who placed their first order on our websites or mobile We also conduct quality checks at our warehouses
our platform among consumers.
applications during the year under review. Our existing periodically on our beauty and personal care products.
The following charts depict the contribution to GMV from consumers are those who placed at least one order in any For our fashion offering, we ensure that the sellers we
new and existing consumers by financial years, on our prior financial year on our websites or mobile applications. onboard are authorised resellers only. We developed
systems to monitor and address consumer complaints
in a bid to strengthen our ongoing commitment
to authenticity.
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Herbal Essences, Innisfree, Lakme, Laneige, L’Oréal Paris, Gajra Gang offers several product categories, including collections that fit our demand profile and at the same
L’Oréal Professional, Maybelline New York, Mcaffeine, kurta sets, ethnic dresses, saree, tops and accessories. time churn out products that are losing relevance. We
Neutrogena, Olay, Plum, Pond’s, and TRESemmé. Our have a team of curators who work closely with our brand
Fashion portfolio includes several brands such as Adisee, IYKYK relationships to offer our consumers latest lifestyle
Echke, Triumph, Enamor, Payal Singhal, Vitamins, etc. Launched in February 2022, IYKYK ‘If you know you trends.
Our experience and in-depth understanding of the know’ is a trend-forward bags and footwear brand from Our platform was designed to drive discovery and
assortment of products, supported by consumer insights the Pipa Bella team designed for younger consumers. inspiration for consumers. Leveraging information across
allows us to forecast trends, and tailor brand specific On April 22, 2022, Nykaa announced strategic multiple parameters and consumer activity on our
marketing and commercial strategies. We leverage partnerships with three early stage D2C brands to platform along with details of attributes against every
our marketing channels to educate and influence our shape the homegrown beauty, fashion and wellness product, we can show consumers personalised content
consumers. With the help of social media influencers, we landscape. and products across their shopping journey. Leveraging
have been able to drive effective marketing of brands on data science, we developed robust personalisation
our platform. Earth Rhythm engines and customised product features, such as
landing pages, homepages, search and sort algorithms
BPC: We have 3,000+ brand partners and 22 global We partnered with homegrown science-focused beauty
and recommendation engines to power the discovery
brands which were introduced in India by Nykaa and brand, launched in 2015, through a minority stake.
experience. We also iterate continuously to enhance
several more through distributors/retailers.
our user interface to enable a quality experience for
Fashion: We have 1,500+ brand partners and multiple
Kica each consumer.
curated style offerings like Hidden Gems for niche market By acquiring Kica, we have expanded our activewear
beauty-related questions, give and seek advice, discover We are investing in Nykaa Pro, a membership-based
modern Indian design. portfolio which already houses under our owned brand,
trends and join beauty-centric conversations on topics programme for beauty professionals and makeup artists,
Nykd All Day to connect with the community of athletes
of their interest. providing them access to products, offers and classes,
Diverse Portfolio of Owned Brands and everyday fitness enthusiasts.
including, educational content.
Nykaa Beauty Book and Style Files: Our beauty
We have crafted a portfolio of 15 owned brands, which
and fashion blogs with 1,101 articles published play a key role in increasing the assortment of products
Nudge Wellness Private Limited In FY 2021-22, we launched The Nykaa Cross Border
during FY 2021-22. We partnered with homegrown, D2C brand incubator, Store (formerly Nykaa Global Store), an online channel
for our consumers. Many of our owned brands have a
high recall and function as independent brands. The Onesto Labs, to create a new category of nutraceuticals that enables Indian consumers to buy select beauty and
Explore: Our in-app content aggregation hub, launched
manufacturing for such brands is carried out by third- and wellness products under Nudge Wellness Private personal care products of several prominent foreign
in 2020. It is a ‘watch and buy’ feature that enables a
party vendors. Limited and unlock a new, high-potential category of brands from accredited overseas retailers. Additionally,
consumer to watch content and shop for the products
edible beauty in India.. Nykaa Fashion launched The Global Store by bringing the
featured in that content in real time. Such content is
In addition to our existing portfolio of owned brands best of international brands directly to Indian consumers.
uploaded to the mobile application on Explore by our
such as Nykaa Cosmetics, Nykaa Naturals, Kay Beauty, Comprehensive Assortment and Focus on Curation
influencers and from social media channels. Its discovery
algorithms are responsive to consumer preference
Twenty Dresses, RSVP, among others, we introduced five and Merchandising Omnichannel Approach
additional owned brands recently as stated below:
based on their search and engagement behaviour on We seek to strike a balance between the breadth and BPC consumers prefer to shop across online channels and
our platform. This allows us to tailor our vast content relevance of the assortment of offerings on our physical stores. Many of the products we sell often
Dot & Key
library to appeal to our specific consumers. The content platform. We believe in the power of choice and work require a ‘touch and feel’ experience to arrive at a
is predominately multi-brand and education focused, Acquired in September 2021, Dot & Key is a new- towards building product offerings that cater to our purchase decision, especially certain higher value and/or
including tutorials, reviews and product trials. During the age brand focused on providing solutions to skincare consumer’s specific needs and evolving tastes. Our complex categories, such as fragrances and make-up.
year ended March 31, 2022, Explore received 12.7 problems and offers premium skincare products across beauty & fashion product portfolio spanned 4,500+ Our physical stores cater to the modern-day Indian
million visits and 23.5 million post views. serums, toners, cleansers and face masks. brands and ~4.6 million SKUs as of March 31, 2022, consumer, by integrating the offline-online experience
developed to cater to the varying needs of our diverse seamlessly.
Live commerce: An interactive, entertaining and Nykaa SkinRx consumer base. As part of our merchandising and
gamified shopping format as part of which special We also have one of the largest physical retail footprints
Science-based skincare brand with clean formulations curation strategy, we focus
deals were unveiled, valid exclusively during the among the multi-brand Specialty Beauty and Personal
and effective ingredients launched in August 2021. It on market fit for products offered, ongoing demand
livestreaming session. Care platforms operating across value, prestige and
provides a range of gender-neutral serums, with clinically and consumer trends. We strive to bring in the
luxury categories, with a dominant share in the luxury
In FY 2021-22, visitors to our beauty and personal care proven ingredients in essential concentrations addressing product
segment in India, as of March 31, 2022.
and fashion websites and mobile applications spent over some of the most common concerns for Indian skin, the
a total of 119.9 million hours, on our channels. brand taps into proven scientific research to offer gentle, Nykaa Luxe store format offers a luxury beauty
dermatologically tested formulations. experience, which showcases prestige and luxury
Deep, Symbiotic Relationship with Brands international and domestic brands.
We value our brand relationships and have a team Pipa Bella Nykaa On-Trend stores offer a differentiated experience
of brand managers who work closely with brands to Pipa Bella is a brand for contemporary and for our consumers with the current best-selling products
strategise and execute growth and brand building personalised fashion jewellery. Pipa Bella was acquired chosen across beauty and personal care brands.
strategies. Our beauty and personal care portfolio in March 2021 and offers on-trend aesthetic jewellery
at accessible prices. Nykaa Kiosks are free-standing units usually in the
includes leading luxury and prestige brands such as
atriums of shopping malls where we predominantly sell
Armani Beauty, Aveda, Benefit Cosmetics, Charlotte
Gajra Gang our owned brands.
Tilbury, Clinique, Estee Lauder, Huda Beauty, Kama
Ayurveda, Kiehl’s, M.A.C, Morphe, Pixi, Smashbox, Launched in August 2021, Gajra Gang aims to build a In FY 2021-22, we launched some of our owned brands
Tom Ford, Tony Moly, Too Faced, and other renowned niche between trendy fast fashion and luxury, Indian such as Kay Beauty in 28 General Trade/Modern Trade
domestic and international brands such as Biotique, wear. (GT/MT) stores and Nykd in 173 GT/MT stores.
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Distributor Wholeseller ecosystem, now contributes to nearly 25% of the consolidated GMV.
Brand/ Summary of Consolidated Financial Performance for the Year Ended March 31, 2022
Manufacturer Retailer
Focus on
SUPER STORE BYNYKA
Focus on
Consolidated Balance Sheet (` in million)
% increase/
Particulars FY 2021-22 FY 2020-21
Beauty and A Underserved Retails (decrease)
Personal Care & (beyond Kirana) Assets
Wellness categories Property, plant and Equipment, right of use assets, other 4,603 2,330 98%
intangible assets, intangible assets under development
and capital work in progress
Goodwill 475 5 9,290%
Investments - 13 (100%)
In October 2021, we launched our Super Store App, an Other financial assets 5,598 736 660%
Our consumer service team also addresses post-
online channel with a separate mobile application for Deferred tax assets (net) 1,152 780 48%
order related consumer service queries. We leverage
standalone local retailers in India to offer them select Non-current tax assets 139 86 62%
technology to optimise and automate the interactions
BPC products to offer to their consumers. The investment Inventories 8,756 4,981 76%
where relevant. Of our chat queries, 67% are being
in Super Store, allowed us to connect with retailers Trade receivables 945 766 23%
answered by chatbots as of March 31, 2022, thereby
across India, and will enable us to create multiple
reducing load on our consumer service team, and Cash and cash equivalents 2,670 2,477 8%
touchpoints.
allowing them to focus on more complex queries. Other assets 2,122 845 151%
As of March 31, 2022, we had connected with 18,806
Total Assets 26,460 13,019 103%
transacting retailers across 302 cities in India. Super
B1.6 Fulfilment and Operational Excellence Equity and Liabilities
Store is a democratised distribution channel powered by
advisory & advocacy with following objectives: As of March 31, 2022, we served 27,800 pin codes, Equity attributable to equity holders 13,399 4,899 174%
covering 98.2% of the serviceable pin codes across the
Non-controlling interests 56 8 573%
a) All-in-One Store: top brands, international country. We have 23 warehouses, with a storage space of
bestsellers and new online products are all in Total Equity 13,455 4,907 174%
8.2 lakh sq. ft. Orders are monitored and tracked closely
one place for local retailers Liabilities
to ensure timely dispatch. We have an allocation engine,
which helps fulfill orders by utilising inventory efficiently Borrowings 3,330 1,875 78%
b) Super Service: enabling 24 hour doorstep delivery,
across our warehouses. We drive matching of order to Lease liabilities 2,596 1,452 79%
safe credit facility and quick returns
regional fulfillment centre, which optimises shipment Trade payables 3,621 3,162 14%
c) Super Flexibility: retailer chooses what to buy, costs and inventory management. For fashion products Provisions 167 182 (8%)
how much to buy and when to buy sold through the marketplace platform, we integrated our Other financial liabilities 2,889 850 240%
supply chain with the warehouses of several sellers.
d) Super Earnings: retailer has access to popular Contract Liabilities 160 169 (5%)
products in the locality We manage four models – inventory, sale or return Current Tax Liabilities 22 247 (91%)
(SOR), marketplace and just-in-time inventory models. Other Current Liabilities 220 175 26%
Customer Service and Fulfilment We have made investments in technology, people and Total Liabilities 13,005 8,112 60%
We understand the importance of assisted buying processes to support and scale these models. Our Total Equity and Liabilities 26,460 13,019 103%
to drive awareness and make sales. As of March 31, flexibility to operate each model is a core strength as we
2022, our 479 beauty advisors at our 105 physical believe that brands and products require a customised
stores and 24 virtual beauty and personal care approach to selling. For our inventory and SOR models,
advisors were our investment in technology is geared to enable Assets iii) Increase in property, plant and equipment, right of
available to answer questions and offer recommendations fungible inventory across online and offline channels, Total assets increased by 103% to ₹26,460 million for use assets, other intangible assets and tangible
to queries online. Online, our consumers can connect allowing for efficient inventory management. assets and capital work in progress under development
FY 2021-22 from ₹13,019 million for the FY 2020-21,
one-to-one with our beauty advisors in real time by 98% to ₹4,603 million on account of opening of
Our luxury orders are packed and tracked separately with the greater part of which is due to i) Increase in fixed
through chat, thereby virtually replicating the in-store, new stores and warehouses expansions iv) Increase
consistent communication with the brands and sellers deposits (other financial assets) by 100% to ₹4,375
interactive experience. in goodwill on account of PPA accounting for Dot &
to deliver shipments to consumers in an efficient and million, ii)
Key acquisition by
seamless manner. Increase in inventories by 76% to ₹8,756 million due
₹470 million v) Increase in other assets on account
to regional fulfilment strategy and higher sourcing to
of balances with government authorities and
mitigate supply chain instability due to global disruptions
advances increased by 324% to ₹1,304 million.
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Equity
Liabilities Key Financial Ratios
Total equity increased by 174% to ₹13,455 million for
Total liabilities increased by 60% to ₹13,005 million for The following table shows a summary of specific key financial ratios:
the FY 2021-22 from ₹4,907 million for the FY 2020-
the FY 2021-22 from ₹8,112 million for the FY 2020-21
21, due to Initial Public Offer raised on 10th November
greater part of which is due to i) Recognition of liability
2021 amounting to ₹6,300 million (fresh issue), of
on account of put option available with NCI holders of Key ffinancial ratios Units FY 2021-22 FY 2020-21 Y-o-Y change
which equity attributable to shareholders increased by
₹1,222 million classified under other financial liabilities, Return on net worth % 4.5 13.6 (905) bps
174% to ₹13,399 million in FY 2021-22 from ₹4,899 in
ii) Lease liabilities increasing by 79% to ₹2,596 million Return on capital employed % 9.0 17.5 (854) bps
FY 2020-21 and non-controlling interest increased to
due to opening of new stores and warehouses Debt equity ratio Times 0.25 0.38 (35%)
₹56 million in FY 2021-22 from ₹ 8 million in FY 2020-
expansions, iii) Working capital loan (current borrowings)
21, on account of increase in share of NCI holders post Basic EPS Times 0.88 1.38 (36%)
increasing by 79% to ₹3,321 million on account of
Dot & Gross profit margin % 43.6 38.9 471 bps
increase in inventory
Key acquisition. EBITDA margin % 4.3 6.4 (209) bps
iv) Decrease in current tax liabilities by 91% to ₹22
Net profit margin % 1.1 2.5 (143) bps
million from ₹247 million in FY 2021.
Current ratio Times 2.0 1.4 44%
Interest coverage ratio Times 3.5 5.1 (31%)
Inventory turnover ratio Times 3.1 5.5 (43%)
Consolidated Profit and Loss Account Trade receivable turnover ratio Times
to 43.6% in FY 2021-22 from 38.9% in FY 2020-21 due to
44.1 47.8 (8%)
increase in advertisement revenue, owned brand share and
(` in million) better mix in sale of high margin products.
Return on Net Worth: Return on Net Worth (RONW) is
% increase/
Particulars FY 2021-22 FY 2020-21 a measure of the profitability of a company expressed
(decrease)
in
Revenue from operations 37,739 24,409 55%
percentage. Return on Net Worth is calculated by dividing
Cost of goods sold (21,300) (14,926) 43%
the net income of the company by average shareholders’
Gross proffit 16,439 9,483 73%
equity. RONW decreased to 4.5% in FY 2021-22 from
Employee benefit expense (3,259) (2,330) 40% 13.6% in FY 2020-21 due to increase in shareholder’s
Other expenses (11,547) (5,586) 107% equity on account of IPO, which will generate return over
Operating expenses (14,807) (7,916) 87% time.
EBITDA 1,633 1,567 4%
Return on Capital Employed: Return on capital employed
Depreciation and amortisation (964) (716) 35% (ROCE) is a financial ratio that can be used to assess a
Finance cost (465) (307) 51% company’s profitability and capital efficiency. This ratio
Other income 270 118 129% can help understand how well a company is generating
Proffit before tax 473 661 (28%) profits from its capital as it is put to use. Return on
Tax expense (60) (45) 34% Capital Employed decreased to 9.0% in FY 2021-22 from
Proffit after tax 413 616 (33%) 17.5% in FY 2020-21 due to increase in equity and
investment in new verticals such as fashion, Nykaa Man
and eB2B which will generate better returns over time as
they mature
as business.
(` in million) Focus on Culture & Values continued extending support towards the emotional and
In 2020, the Company initiated a large-scale engagement financial well-being of our employees through workshops
Particulars FY 2021-22 FY 2020-21 Y-o-Y % change exercise to articulate a set of values that will guide and access to experts.
Depreciation on property, plant and equipment 262 186 41% Nykaa’s success, its cultural fabric, and ways of working
Depreciation on right-to-use of assets 573 408 40% for years Investing in Employee Experience Excellence &
Systems
Amortisation of intangible assets 129 121 6%
With the goal of achieving excellence in employee
Total depreciation and amortisation 964 716 35%
experience and brilliant basics, we took initiatives to
Finance cost: Our finance costs comprise interest on automate our HR processes. We worked towards bringing
comprised a current tax of ₹423 million and a deferred
borrowings, lease liabilities and other finance charges. operational efficiencies in our processes. Our goal is to
tax income of ₹328 million, adjustment of tax related to
The increase by 51.5% to ₹465 million for FY 2021-22 build systems and processes that are compliant,
earlier periods of ₹23 million and a deferred tax credit
from forward looking and provide an excellent experience to
for unrecognised business loss of earlier years of ₹58
₹307 million for FY 2020-21 was primarily on account our employees. During the year, the Company invested
million, while our tax expenses for FY 2020-21 comprised
of working capital loan from banks and increase in in strengthening the Performance & Reward
a current tax of ₹401 million, a deferred tax income of
lease liability (driven by expansion of stores and management systems to drive high performance and
₹310 million, an adjustment of tax related to earlier
warehouses). our talent retention strategy. This is an ongoing
periods of
endeavour and we are creating an operating model
Other income: Other income comprises interest income ₹15 million and a deferred tax credit for unrecognised
which leverages HR Operations, Tech HR, Centres of
on security deposit, bank deposit and forex gain. Our business loss of earlier years of ₹31 million. Our effective
Excellence (COE) and HR Business Partnering for
other income increased by 129% to ₹270 million for tax rate was 20.04% and 13.09% for FY 2021-22 and
effectiveness and future fitness.
FY 2021-22 from ₹118 million for FY 2020-21, majorly FY 2021, respectively due to improvement in profitability
in BPC vertical.
due to increase in interest on bank deposits. Learning Organisation
Tax expense/(income): Our total tax expense Employees are encouraged to have an entrepreneurial
increased by 34.4% to ₹60 million for FY 2021-22 from mindset, innovate current ways of working and are
₹45 million for FY 2020-21. Our tax expenses for FY exposed to new opportunities and cross-functional
2021-22 learnings. To enhance our learning culture, towards the
end of 2021, we invested in creating an online platform
called “Nykaa Academy” with best-in-class content to
enable learning and certifications for our employees.
96 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 97
FMSANNEA-
WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
GCEOMMEMNETRDCIESCVUESNSTIUORNEAS WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
NLIDMAITNEADLYSIS ARE
G. Supply Chain
As of March 31, 2022, we had an integrated supply chain comprising 23 warehouses (of which two are outsourced)
across India, with a total capacity of 8.2 lakh sq. ft., supported by 105 physical stores (32 new stores added across
India in FY 2021-22).
E. Environment, Health and taps are installed in office washrooms to economise water
Safety consumption.
the supply chain. One such major initiative is Electronic » Continuous identification of areas requiring Nykaa’s Risk Management Framework
strengthening of internal controls
Data Interchange (EDI). We partnered with a block Nykaa has an integrated approach to risk management
chain vendor to capture the entire lifecycle of all brand » Standard operating procedures to ensure effectiveness
across the organisation through cross functional business
of business processes
partner related transactions. This will eliminate all teams, senior leadership and management committee
manual activities and provide data visibility to both » Systems of monitoring compliance with along with oversight at the board, with a dedicated Risk
parties involved leading to seamless supply chain statutory regulations
Management Committee. Nykaa’s risk management
alignment. » Well-defined principles and procedures to evaluate process strives to analyse all significant business
new business proposals/capital expenditure
We manage ~4.6 million SKUs across categories and processes across the value chain keeping in mind short
» Robust management information system and long term risks, as well as emerging potential risk
warehouses. We have a robust concurrent inventory
audit mechanism, which is one of our unique » Agile information security policies and guidelines areas, being conscious of:
propositions. » Comprehensive internal audit and review system » Strategic risk (Competition/Macro Economic)
The in-house teams based out of warehouses conduct » Well-defined internal financials controls framework » Business and Operational risk
and IT General Controls
concurrent audits of inward material, put-aways, » Compliance and Governance risk
allocation into right bins, daily cycle counts and all » An effective whistle-blowing mechanism
» Tech & Cyber risk
related inventory management activities round the year. » Training/awareness sessions on policies and code of
» People Related risk
conduct compliance
During the pandemic, retail sector witnessed volatilities. » Financial and Reporting risk
Sales in Q1 FY21 dipped, which led to huge build-up of As per section 134 (5) (e) of Companies Act 2013,
Risks are identified and measured on the basis of
inventory. This led to an abnormal high day of cover, Internal Financial Controls (IFC) means the policies and
their nature, potential impact as well as likelihood
which was optimised by FY 2021-22 Exit through procedures adopted by company for ensuring:
of
controlled buying and automation of store replenishment
» Accuracy and completeness of accounting records occurrence. Action plans are built to manage key material
processes via the Automated Replenishment System
» Orderly and efficient conduct of business, including risks, and effectiveness of risk management strategies
(ARS) tool. This tool also helped improve on-shelf
adherence to policies are continuously monitored across the value chain.
availability to 92%.
» Safeguarding of its assets
These processes are reviewed and evaluated on an
H. Internal Control Systems and » Prevention and detection of frauds
ongoing basis by the Risk Management Committee.
For fashion products sold through the decentralised Their Adequacy The Internal Financial Controls have been documented
and embedded in the business processes. Design and
Governance Framework
sourcing model, we integrated our supply chain logistic
partners with the warehouses of several sellers. Our internal controls are founded on the principles of operating effectiveness of controls are tested by the Our risk management framework ensures identification
sustainable growth and proactive risk management. A management annually with the support of external of emerging risks through a well laid governance
Our fashion vertical is based primarily on curation where robust framework of internal controls was implemented consultants and later audited by statutory auditors. structure led by the Risk Management Committee .
we provide a platform to market third-party vendor across business processes to facilitate efficient conduct Statutory auditors have issued an unqualified report
products and facilitate their sale and delivery. Here, we of business operations in accordance with our policies. after checking the effectiveness of these controls.
also employ a just-in-time delivery model that does not The management, along with an external consultant, The management believes that strengthening IFC is
entail inventory risk, which enables our supply chain formulated an internal control framework based on a continuous process and therefore, it will continue
to be nimble and adaptive to our product catalogue bottom-up risk assessment on directional inputs from its efforts to make the controls smarter with focus
addressing current trends and consumers’ needs Audit Committee and tested the design, implementation on preventive and automated controls as opposed
without taking on the risk of obsolescence and making and operating effectiveness of financial controls. to mitigating manual controls. The Company
objective determinations on new categories minimising continues to constantly leverage technology in
inventory risk. The management has identified mitigating controls
enhancing the internal controls.
for operating deficiencies identified and design gaps
We work with delivery companies such as Blue Dart
I. Enterprise Risk Management
unremedied, as on March 31, 2022, with no
Express Limited, Delhivery Private Limited, Ecom significant
Express Private Limited, Xpressbees Private Limited, and deficiencies reported. Our internal auditor executes In a rapidly changing business environment with dynamic
have added Amaze Courier Private Limited this year to audits to ensure that the ERP and other IT systems used customer requirements, business risks are constantly
execute our deliveries and ensure smooth and efficient for transaction processing have adequate preventive and evolving. As a result, there is significant variation in the
delivery of products to our consumers. detective internal controls embedded. The audit process emerging risks landscape across businesses. Hence,
includes validation of transactions on sample basis to risk management is core to Nykaa’s strategy and long-
Inventory Management check if our operations are conducted in compliance term objectives.
Our inventory management is guided by supply chain with internal policies and ethical standards defined by
forecast, which depends on factors like historical sales us. The audit report is reviewed by the management for We continuously monitor the internal and external
trends by region, lead time, safety stock, minimum corrective action and the same is also presented to and environment to identify, assess and mitigate potential
order quantity and replenishment frequency agreed reviewed by the Audit Committee of the Board. and emerging risks and their impact on our businesses.
with our brand relationships and vendors. We have
The key constituents of the internal control system are:
negotiated stock correction and return to vendor
clauses in our agreements with third-party vendors to » Establishment and periodic review of business plans
mitigate the exposure of excess inventory and close-to- » Identification of key risks and opportunities and
regular reviews by top management and Board of
expiry products.
Directors
There have been major initiatives taken to automate and » Policies on operational and strategic risk management
digitise processes to increase accuracy and optimise » Clear and well-defined organisation structure and
limits of financial authority
100 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 101
FMSANNEA-
WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
GCEOMMEMNETRDCIESCVUESNSTIUORNEAS WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
NLIDMAITNEADLYSIS ARE
The Board provides oversight through the Risk 2025 respectively, of which online BPC and online
Management Committee for the identification, evaluation in technology and innovation to deliver a superior Nature of Risk: Cyber and Data Security fashion
and management of significant material risks and customer experience. Risk Description: Technology and data infrastructures
regularly reviews the effectiveness of controls in place to are susceptible to security breaches and cyber-attacks
mitigate risk exposure. Nature of Risk: Competitive Landscape that may pose reputational and operational risks. We
Risk Description: The retail industry, and e- interact with suppliers and customers through digital
The Risk Management Committee comprises members
commerce industry in particular, is extremely infrastructures and also rely on third party integrations.
of the Board and the Chief Risk officer, tasked with the
competitive in nature. Our potential and existing
objective of assisting the Board and Audit Committee on Management of Risk: Nykaa invests significant resources
consumers are presented with multiple options
matters pertaining to risk management. towards cyber-security and data protection measures.
including online retailers, offline
We perform independent third-party assessments of
retailers as well as direct-to-consumer distribution models
Key Risks & Mitigating actions to choose from. There may be new retail entrants in the
critical IT systems holding any sensitive data and
Below we have outlined the risks that we have identified perform continuous improvements in the tech
lifestyle categories we operate in.
as most relevant and material to our business and its infrastructures holding such data.
performance. We recognise that this is not an Management of Risk: We have made significant
We also implement latest cyber-security technologies
exhaustive overview of all risks applicable to the investments in various models of selling– digital as
to control and monitor access to IT systems. Our
Company. New risks may emerge and current and well as a wide store network across the country along
information technology teams routinely improve server
existing risks may evolve as well. with differentiated offerings for beauty and fashion.
security, implementation of firewalls, and web
We also retail a diverse range of brands, including
security. We conduct, on an ongoing basis, company
Nature of Risk: Changing Customer Preferences being the distribution partners for many brands we
wide training sessions for all our employees to ensure
directly import into the country. We also invest in long
Risk Description: Customer tastes, preferences and best practices.
term brand building through responsible customer-
purchasing behaviour is evolving at a pace faster than
centric marketing and education practices to build
ever before. Customers’ interest in categories, brands Nature of Risk: Macroeconomic Factors
long-term customer value.
and product types can change along with their preferred Risk Description: Global and local macroeconomic
medium of purchase across digital and physical formats.
Nature of Risk: Skill Development and Talent fluctuations, including interest rates, inflation, and
Management of risk: We continuously expand our Retention economic growth can impact consumer confidence as
lifestyle portfolio to enter new categories and increase well as disposable incomes. As a retailer, this may
Risk Description: Our business innovation and excellence
the width of brand and product offering. This reduces impact our revenue and growth.
depends on the skill development of our workforce along
our dependency on any individual product type, category with Nykaa’s agile ways of working. Our ability to attract Management of Risk: Nykaa retails a diverse portfolio of
or brand reducing risk concentration on any specific and retain talent is critical to the success of our products across price segments, accounting for different
customer preference. At the same time, our digital operations. Employees not possessing the right skills in customer segments along with differing spending power.
offering spans across multiple mobile applications, an evolving landscape could further affect our ability to We retail discretionary as well as essential items and
desktop and web formats, and we evaluate and innovate. The competitive labour market for key skillsets have the ability to quickly enable discovery of products
implement new formats of selling. Our offline retail and possible attrition of key staff and managerial that suit the customers’ evolving needs during
footprint includes 3 distinct formats. We have also personnel could affect our growth. economically volatile periods. We also build detailed long
invested in a technology enabled distribution model, term and short-term business forecasts, which are re-
SuperStore By Nykaa, which further reduces our Management of Risk: We make future looking
evaluated periodically leading to efficient resource re-
dependence on our physical retail format. investments in people and attract top talent from diverse
allocation
backgrounds and identities. We have been able to quickly
and deployment.
Nature of Risk: Customer Acquisition, Retention and scale up our employee base with growing business and
Experience functional needs, while maintaining our agile ways of
BOARD OF DIRECTORS
BANKERS Your Board of Directors (“Board”) present the Tenth (10th) Annual Report of FSN E-Commerce Ventures Limited (“your
Ms. Falguni Nayar Axis Bank Ltd. Company” or “the Company”) together with the Audited Financial Statements of the Company, for the financial year ended
Executive Chairperson, Managing Director and CEO IDFC First Bank Ltd. March 31, 2022 (“the year under review” or “the year” or “FY 2021-22”).
Kotak Mahindra Bank Ltd.
Mr. Sanjay Nayar Financial Performance – An Overview
HDFC Bank Ltd.
Non-Executive Director
(` in Million)
ICICI Bank Ltd.
Mr. Anchit Nayar Standalone Consolidated
Citibank N.A. Particulars
Executive Director March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021
REGISTERED OFFICE Revenue from Operations 1,876.99 1,458.13 37,739.35 24,408.95
Ms. Adwaita Nayar Other Income 1,157.07 602.50 269.72 117.59
104, Vasan Udyog Bhavan,
Executive Director
Sun Mill Compound, Tulsi Pipe Road, Total Income 3,034.06 2,060.63 38,009.07 24,526.54
Lower Parel, Mumbai – 400 013. 1,817.14 1,612.37 37,536.01 23,865.30
Ms. Anita Ramachandran Total Expenditure
Tel No.: 022-6614 9696
Independent Director Profit/(Loss) before Tax 1,216.92 448.26 473.06 661.24
64.46 - 446.39 385.56
Mr. Milind Sarwate CORPORATE OFFICE Current Tax
Deferred Tax Expenses/(Credit) 117.33 86.38 (386.21) (340.80)
A2, 4th Floor, Cnergy IT Park,
Independent Director
Appasaheb Marathe Marg, Profit/(Loss) after Tax 1,035.13 361.88 412.88 616.48
Ms. Alpana Parida Opposite Tata Motors, Other Comprehensive Income (OCI) (19.06) (20.37) 5.56 (21.81)
Independent Director
Prabhadevi, Mumbai – 400 025. Total Comprehensive Income 1,016.07 341.51 418.44 594.67
Tel No.: 022-3095 8700
Balance in the Profit/(Loss) Account in the Balance Sheet 751.29 (283.84) (581.50) (992.25)
Mr. Pradeep Parameswaran
REGISTRAR AND TRANSFER AGENT
Independent Director Link Intime India Private Limited
REVIEW OF OPERATIONS RESERVES
C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg,
Mr. Seshashayee Sridhara In FY 2021-22, your Company reported a revenue of There is no amount proposed to be transferred to the
Vikhroli (West), Mumbai – 400 083
Independent Director Email: [email protected] ` 1,876.99 million which was ` 418.86 million higher than Reserves.
Website: linkintime.co.in the previous year and EBITDA of ` 165.56 million with
Mr. Milan Khakhar EBITDA margin at 8.82 % (previous year `(28.76) million DIVIDEND
TH with EBITDA margin at (1.97)%).
Non-Executive Director
10 ANNUAL GENERAL MEETING Your Board do not recommend any Dividend on the
At consolidated level, your Company reported a revenue of ` Equity Shares of the Company for Financial Year ended
CHIEF FINANCIAL OFFICER Wednesday, August 10, 2022 at 05.00 P.M. through
March 31, 2022 considering that the company is in growth
Video Conference/Other Audio Visual Means 37,739.35 million (previous year ` 24,408.95 million) and
Mr. Arvind Agarwal EBITDA of ` 1,632.58 million with EBITDA margin at stage and require funds to support its growth objectives.
CORPORATE IDENTITY NUMBER 4.33% (previous year ` 1,566.55 million with EBITDA
COMPANY SECRETARY & COMPLIANCE margin at 6.42%). DIVIDEND DISTRIBUTION POLICY
OFFICER L52600MH2012PLC230136
In terms of Regulation 43A of the Securities and
The operating and financial performance of your Company has
Mr. Rajendra Punde
WEBSITE been covered in the Management Discussion and Analysis
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“the
STATUTORY AUDITORS https://www.nykaa.com/ Report which forms part of the Annual Report.
Listing Regulations”), your Company has formulated a
M/s. S. R. Batilboi & Associates LLP, Chartered Accountants Dividend Distribution Policy, with an objective to provide the
DETAILS OF MATERIAL CHANGES AND
dividend distribution framework to the Stakeholders of the
M/s. V. C. Shah & Co., Chartered Accountants (resigned COMMITMENTS FROM THE END OF THE
Company. The policy sets out various internal and external
w.e.f. June 28, 2022) FINANCIAL YEAR
factors, which shall be considered by the Board in determining
There are no material changes and commitments affecting the the dividend pay-out. The policy is annexed as Annexure - I
SECRETARIAL AUDITORS financial position of your Company, which have to this Report and is also available on the website of the Company
M/s. S. N. Anathasubramanian & Co., Company Secretaries occurred between the end of the FY 2021-22 and the date at https://www.nykaa.com/media/ wysiwyg/2021/Investors-
of this report. Further, there has been no change in the nature Relations/pdfs/10-11/Dividend- Distribution-Policy.pdf.
of business of your Company.
104 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 105
FDSI RNEEC-TCOORMSM’
WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
REERPCOERVTENTURES LIMITED WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
AUDITORS AND THEIR REPORT DISCLOSURES IN TERMS OF THE PROVISIONS (iv)Declaration of independence
Executive Director.
(i) Statutory Auditors OF THE ACT & THE LISTING REGULATIONS The Company has received necessary declaration
Pursuant to the provisions of Section 139 of from each Independent Director of the
A. Board of Directors (“Board”)
the Act and the Rules framed thereunder, Company stating that:
M/s. V. C. Shah & Co., Chartered (i) Number of meetings (i) they meet the criteria of independence as
Accountants, Mumbai, were appointed as The Board met 18 times during the year under review. provided in Section 149(6) of the Act and
Statutory Auditors of the Company, for a term of The details of such meetings are disclosed in Regulation 16(1)(b) of the Listing
five consecutive years to hold office from the the Corporate Governance Report forming part of Regulations; and
conclusion of 8th Annual General Meeting this Annual Report. (ii) as required vide Rule 6 (1) & (2) of the
(“AGM”) till the conclusion of 13th AGM of the Companies (Appointment and Qualifications
Company to be held for the FY 2024-25. The maximum interval between any two meetings did
of Directors) Rules, 2014 they have registered
Further, during the year under review, M/s. S. R. not exceed 120 days, as prescribed by the Act.
their names in the Independent Directors’
Batilboi & Associates LLP, Chartered Databank maintained by the Indian Institute of
Accountants were reappointed as Joint (ii) Director retiring by rotation Corporate Affairs.
Statutory Auditors of the Company, for a term In accordance with the provisions of the Act
and the Articles of Association of the Based on the declarations received from the Directors,
of five consecutive years to hold office from
Company, Mr. Anchit Nayar, Executive the Board confirms, that the Independent Directors
the conclusion of 9th AGM of the Company
Director and Mr. Sanjay Nayar, Non- fulfil the conditions as specified under Schedule V
held on September 29, 2021 till the conclusion of
Executive Director of the Company, are due to of the Listing Regulations and are independent of
14th AGM to be held in the FY 2026-27. the management.
retire by rotation at the ensuing Annual General
Pursuant to Section 139 and 141 of the Act Meeting and being eligible, have offered
themselves for re-appointment. The Board of (v) Familiarisation Programme for Independent
and relevant Rules prescribed thereunder, the Directors
Statutory Auditors have confirmed that they are not Directors on the recommendation of the
disqualified from continuing as Auditors of the Nomination and Remuneration Committee (“NRC”) Disclosure pertaining to familiarisation programme
Company. has recommended their re-appointment. for Independent Directors is provided in the
Corporate Governance Report forming part of this
Resolution seeking their re-appointment along-with
The Auditors have also confirmed that they Annual Report.
their profile as required under Regulation 36(3) of
have subjected themselves to the peer review Listing Regulations forms part of the Notice of
process of Institute of Chartered Accountants of B. Committees of the Board
Tenth Annual General Meeting.
India (ICAI) and hold a valid certificate issued by the The Board has constituted five committees which are
Peer Review Board of the ICAI. (iii) Board evaluation mandated by the Act and the Listing Regulations, viz.
Audit Committee, Nomination and Remuneration
Pursuant to applicable provisions of the Act and the
The Auditors’ Reportdoes notcontain any qualification, Committee, Stakeholders’ Relationship Committee,
Listing Regulations, the Board, in consultation with
reservation, adverse remark or disclaimer. Risk Management Committee and Corporate
its Nomination and Remuneration Committee, has
Social Responsibility & Environmental, Social, and
formulated a framework containing, inter alia, the
(ii) Secretarial Auditor Governance Committee. In addition to the
criteria for performance evaluation of the
In terms of the provisions of Section 204 of the Act said committees, the Board has also constituted
entire Board of the Company, its Committees and
read with Rule 9 of Companies (Appointment Fundraise and Investment Committee.
individual directors, including Independent
and Remuneration of Managerial Personnel) Directors. The framework is monitored, reviewed
Amendment Rules, 2014 and Regulation 24A of i. Audit Committee
and updated by the Board, in consultation with the
the SEBI LODR Regulations, your Company has Nomination and Remuneration Committee, in The Audit Committee comprises of
appointed M/s. S. N. Ananthasubramanian & Co., accordance with the new compliance requirements. Mr. Milind Sarwate - Independent Director
Company Secretaries, as Secretarial Auditor to (Chairperson), Ms. Anita Ramachandran -
conduct Secretarial Audit of the Company for The annual performance evaluation of the Board, Independent Director, Ms. Alpana Parida -
FY 21-22. its Committees and each Director has been carried Independent Director, Mr. Seshashayee Sridhara
out for the financial year 2021-22 in accordance - Independent Director, Mr. Milan Khakhar - Non-
Further, in compliance of Regulation 24A of with the framework. The details of evaluation Executive Director and Mr. Anchit Nayar -
the Listing Regulations, Company’s unlisted process of the Board, its Committees and individual Executive Director. Majority of the Members
material subsidiaries also undergo Secretarial Audit directors, including independent directors have including the Chairperson of the Committee
and the Secretarial Audit Reports of the been provided under the Corporate Governance are Independent Directors and possess strong
Company and its unlisted material subsidiaries Report which forms part of this Report. accounting and financial management knowledge.
thereto in the prescribed Form No. MR-3 is attached During the year under review, all the
The Policy on Board of Directors’ Evaluation
as Annexure – V, V(A) and V(B) forming part of Framework can be accessed at: https://www.nykaa. recommendations made by the Audit Committee
this Report. The same are also available on the were accepted by the Board.
com/media/wysiwyg/2021/Investors-Relations/
website of the Company.
pdfs/10-11/Board-of-Directors-Evaluation-
Framework.pdf ii. Nomination & Remuneration Committee
The Secretarial Audit Report of your Company and
its unlisted material subsidiaries does not contain Nomination & Remuneration Committee comprises
any qualification, reservation, adverse remark of Ms. Anita Ramachandran - Independent
or disclaimer. Director (Chairperson), Ms. Alpana Parida -
Independent Director and Mr. Milan Khakhar - Non-
iii. Stakeholders’ Relationship Committee The Corporate Social Responsibility & with the Companies (Appointment and Disclosure comprising particulars with respect
The Stakeholders’ Relationship Committee comprises Environmental, Social, and Governance Remuneration of Managerial Personnel) to the remuneration of directors and employees
of Ms. Alpana Parida - Independent Director Committee comprises of Ms. Anita Rules, 2014 the following are the Key and other details, as required to be disclosed in
(Chairperson), Mr. Anchit Nayar - Executive Ramachandran - Independent Director Managerial Personnel of the Company: terms of the provisions of Section 197(12) of
Director and Ms. Adwaita Nayar - Executive (Chairperson), Mr. Sanjay Nayar - Non- the Act and Rule 5(1) of the Companies
(i) Ms. Falguni Nayar – Executive
Director. Executive Director and Ms. Adwaita (Appointment and Remuneration of Managerial
Chairperson, Managing Director and Chief
Nayar - Executive Director.
Executive Officer; Personnel) Rules, 2014, is annexed as “Annexure -
iv. Risk Management Committee Details of all the committees, along VI” to this Report.
(ii) Mr. Arvind Agarwal – Chief Financial Officer; and
The Risk Management Committee comprises with their charters, composition and In terms of the provisions of Section 197(12) of
of Mr. Sanjay Nayar - Non-Executive Director meetings held during the year, are (iii) Mr. Rajendra Punde – Company Secretary the Act read with Rules 5(2) and 5(3) of the
(Chairperson), Mr. Pradeep Parameswaran - provided in the Corporate Governance and Compliance Officer Companies (Appointment and Remuneration of
Independent Director and Mr. Sanjay Suri - Report forming part of this Annual Managerial Personnel) Rules, 2014,
During the year under review, there has been
Chief Technology Officer. Report. statement showing the names of the top ten
no changes in the Key Managerial Personnel of
the Company. employees in terms of remuneration drawn and
v. Corporate Social Responsibility & Environmental, C. Key Managerial Personnel names and other particulars of the employees
Social, and Governance Committee In accordance with the provisions of D. Remuneration of Directors and Employees drawing remuneration in excess of the limits set
Sections 2(51) and 203 of the Act read out in the said rules forms part of
identification therein of elements of risk, if any, which (HSE) Policy which can be accessed at https:// •
and Remuneration Committee (“NRC”), had There is no application made or proceeding pending
may threaten the existence of the Company which www.nykaa.com/media/wysiwyg/2021/Investors-
adopted a “Remuneration Policy for Directors, Key under the Insolvency and Bankruptcy Code, 2016
may be accessed at https://www.nykaa.com/media/ Relations/pdfs/10-11/Nykaa-Health-Safety-and-
Managerial Personal (‘KMP’) and other employees during the FY 2021-22.
wysiwyg/2021/Investors-Relations/pdfs/10-11/Risk- Environment-Policy.pdf. The Company’s policy •
(‘Remuneration Policy’) and “Policy on Board The requirement to disclose the details of difference
Management-Policy.pdf requires conduct of operations in such a manner, so
Diversity”. between amount of the valuation done at the
as to ensure safety of all concerned, time of onetime settlement and the valuation done
L. Internal financial control The Company’s Remuneration Policy is
compliances of environmental regulations and while taking loan from the Banks or Financial
directed towards designing remuneration so as
preservation of Institutions
to attract,
According to Section 134(5)(e) of the Act the retain, and reward talent who will contribute to natural resources. along with the reasons thereof, is not applicable.
term long- term success of the Company and build value Your Company is committed to the highest standards Your Company has not issued Equity shares
Internal Financial Control (IFC) means the policies and for its shareholders. Objective of Board Diversity with differential rights as to dividend, voting or
procedures adopted by the Company for ensuring the Policy is to ensure that the Board is fully • otherwise; and
of health, safety and environment practices within
orderly and efficient conduct of its business, including diversified and the organisation and the extended areas within our
adherence to company’s policies, the safeguarding comprises of an ideal combination of Executive and influence, with an aim to provide safe and • Your Company has not raised funds through preferential
of its assets, the prevention and detection of frauds Non-Executive Directors, including Independent healthy working environment to our employees, allotment or qualified institutions placement as per
and errors, the accuracy and completeness of the Directors, with diverse backgrounds. customers, business partners, suppliers and Regulation 32(7A) of the Listing Regulations.
accounting records, and the timely preparation of visitors.
reliable financial information. The Act also mandate The salient features of the Policies are outlined in SECRETARIAL STANDARDS
the need for an effective Internal Financial Control the Corporate Governance Report and the Policies During the year under review, the Company continued
During the year under review, your Company has complied
system in the Company which should be adequate are made available on the Company’s website, which can its waste management efforts through various
with the Secretarial Standards 1 and 2 on meetings of
and shall operate effectively. Rule 8(5)(viii) of be accessed using the link environment friendly measures i.e., use of eco-friendly
the Board of Directors and on General Meetings,
Companies (Accounts) Rules, 2014 requires the https://www.nykaa.com/policies packaging material, recycling of plastic waste and
respectively, issued by the Institute of Company Secretaries
information regarding adequacy of Internal Financial redesigning packaging to reduce plastic waste. Scrap
of India and notified by the Ministry of Corporate Affairs,
Controls with reference to the financial statements N. Particulars of Loans, Guarantees and Investments disposal is in line with industry benchmarks.
in terms of Section 118(10) of the Act.
to be disclosed in the Board’s report. Particulars of loans given, investments made,
guarantees given and securities provided along with GENERAL
The Company has adequate Internal Financial Control MAINTENANCE OF COST RECORDS
the purpose for which the loan or guarantee or security Your Directors state that no disclosure or reporting
System over financial reporting ensuring that Your Company is not engaged in the business of production
provided is proposed to be utilised by the recipient is required in respect of the following items as there
all transactions are authorised, recorded, and of goods or providing of services as specified in Rule 3 of
are provided in the Standalone Financial Statement were no transactions/events on these items during
reported correctly in a timely manner to provide the Companies (Cost Records and Audit) Rules,
(Refer Note 7, 8, 16, 24 and 44B to the Standalone the year under review:
reliable financial information and to comply with 2014 (“Rules”). Accordingly, the requirement of
Financial Statement).
applicable accounting standards which • There was no change in the nature of business of your maintaining cost records in accordance with Section
commensurate with the size and volume of Company as stipulated under sub-rule 5(ii) of Rule 148(1) of the Act read with the Rules is not applicable
O. Disclosure under the Sexual Harassment of
business of the Company. 8 of Companies (Accounts) Rules, 2014. to the Company for the period under review.
Women at Workplace (Prevention, Prohibition
The key internal financial controls have been and Redressal) Act, 2013 • Details relating to deposits covered under Chapter
ACKNOWLEDGEMENT
documented, automated wherever possible Your Company is committed to create and provide an V of the Act since your Company has not accepted
and embedded in the respective business processes. any deposits from the public falling under Section The Board wishes to place on record its appreciation for
environment free from discrimination and harassment
73 of the Act read with the Companies (Acceptance the assistance, co-operation and encouragement extended
Assurance to the Board on the effectiveness including sexual harassment for all its employees.
of Deposits) Rules, 2014. to the Company by the Company’s customers, business
of internal financial controls is obtained through 3 Your Company has in place Prevention of
partners, brands, bankers and other stakeholders.
Lines of Defence which include: Sexual Harassment Policy in line with the • No significant or material orders were passed
requirements of the Sexual Harassment of Women by the Regulators or Courts or Tribunals, which The Directors take this opportunity to place on record their
a) Management reviews and self-assessment; at the Workplace (Prevention, Prohibition & warm appreciation for the valuable contribution, untiring
impact the going concern status and Company’s
b) Continuous controls monitoring by functional Redressal) Act, 2013 which mandates no operations in future. efforts and spirit of dedication demonstrated by the
experts; and tolerance against any conduct amounting to employees and officers at all levels, in the sure and steady
workplace sexual harassment. Internal Complaints • Issue of shares (including sweat equity shares) progress of the Company, despite the
c) Independent design and operational testing by Committee (ICC) has been set up to redress to employees of the Company under any scheme unprecedented challenges posed by the Covid
the external professional firm. complaints received regarding sexual save and except Employees’ Stock Options pandemic. The Directors would also like to thank the
The Company believes that these systems provide harassment. All employees (permanent, contractual, Schemes referred to in this Report. shareholders for their support and contribution. We
reasonable assurance that the Company’s internal temporary, trainees) are covered under this policy. • No fraud has been reported by the Auditors to look forward to their continued support in future.
financial controls are adequate and are operating The following is a summary of sexual harassment the Audit Committee or the Board.
effectively as intended. During the year under review, complaints received and conclusively handled during
such controls were tested by the Statutory Auditors For and on behalf of the Board of Directors
the year 2021-22:
of the Company and no material weaknesses
or significant deficiencies in the design or operations Particulars Number of Complaints Falguni Nayar
were observed and reported by the Statutory Number of complaints received Nil
Auditors. Number of complaints disposed of f
Nil
Details of the internal controls system are provided Number of complaints pending as Nil Place: Mumbai Executive Chairperson, Managing Director & CEO
in the Management Discussion & Analysis Report. M. Policy on Directors’ Appointment and In terms of Section 178 of the Act and Regulation 19 of the Listing Regulations, the Board of your Company, on
Remuneration recommendation of the Nomination
on end of the financial year Your Company is conscious of the importance Date: May 27, 2022 DIN:- 00003633
of environmentally clean and safe operations and
P. Environment & Safety has framed and adopted Health, Safety and
Environment
Form AOC-1 II Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint
Ventures Not Applicable
Statement containing salient features of the financial statement
of subsidiaries/ associate companies/ joint ventures Name of Associates/Joint Ventures
1. Latest audited Balance Sheet Date
(Pursuant to flrst proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules,
2014) Shares of Associate/Joint Ventures held by the Company on the year end
2. Shares of Associate/Joint Ventures held by the Company on the year end
i. Number
PART - “A”: Subsidiaries
ii. Amount of Investment in Associates/Joint Venture
(Information in respect of each subsidiary to be presented with amounts in ` millions)
Sr. iii. Extend of Holding %
No. Particulars Details
3. Description of how there is significant influence
1 Name of the subsidiary FSN Brands Nykaa Nykaa-KK Nykaa FSN FSN Dot & Key 4. Reason why the associate/joint venture is not consolidated
Marketing E-Retail Beauty Pvt. Fashion Pvt. International Distribution Wellness
Pvt. Ltd. Pvt. Ltd. Ltd. Ltd. Pvt. Pvt. Ltd. Private 5. Net worth attributable to shareholding as per latest audited Balance Sheet
Ltd.* Limited# 6. Profit/Loss for the year
2 The date since when the subsidiary (since incorporation) 28.09.2021 i. Considered in Consolidation
was acquired
ii. Not Considered in Consolidation
3 Reporting period for the subsidiary 31.03.2022
concerned, if different from the Notes: The following information shall be furnished at the end of the statement.
holding Company’s reporting
period 1. Names of associates or joint ventures which are yet to commence operations: None
4 Reporting currency and Exchange - 2. Names of associates or joint ventures which have been liquidated or sold during the year: None
rate as on the last date of
relevant Financial year in the case Note: This Form is to be certified in the same manner in which the Balance Sheet is to be certified.
the of foreign subsidiaries
5 Share capital 1,020.00 95.10 10.00 250.10 51.00 0.10 13.57
For and on behalf of the Board of Directors
6 Reserves & surplus (816.20) 2,045.47 58.11 (858.76) (22.70) (48.28) 444.25
7 Total assets 5,268.85 10,402.76 302.73 2,104.23 74.20 29.15 536.61
Falguni Nayar Milan Khakhar
8 Total Liabilities 5,065.04 8,262.19 234.62 2,712.89 45.90 77.33 78.79
Executive Chairperson, Managing Director & CEO Non-Executive Director
9 Investments - - - - - - -
DIN: 00003633 DIN: 00394065
10 Turnover 6,159.71 31,906.29 275.60 3,294.47 31.17 - 155.75
11 Profit/(Loss) before tax (404.17) 1,122.44 53.27 (843.47) (23.47) (64.51) (53.64)
Arvind Agarwal Rajendra Punde
12 Less: Provision for taxation
Chief Financial Officer Company Secretary
-Current Tax - 367.01 14.90 - - - -
ACS M. No. A9785
-Deferred Tax (97.07) (90.41) (0.99) (214.60) (1.65) (16.23) (18.60)
13 Profit/(Loss) after tax (307.10) 845.84 39.36 (628.87) (21.82) (48.28) (35.05)
Place: Mumbai
14 Proposed Dividend - - - - - - -
Date: May 27, 2022
15 % of shareholding 100% 100% 51% 100% 100% 100% 51%
*On consolidated basis including its wholly-owned subsidiaries i.e. FSN Global FZE and Nykaa International UK Limited
#Details considered in line with consolidated financial statement from the date of acquisition.
Notes: The following information shall be furnished at the end of the statement:
1. Names of subsidiaries which are yet to commence operations – FSN Distribution Private Limited and Nykaa
International UK Limited
2. Names of subsidiaries which have been liquidated or sold during the year – None
118 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 119
FDSI RNEEC-TCOORMSM’
WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
REERPCOERVTENTURES LIMITED WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
No. of Board Meetings held and attended during Whether attended last No. of Directorships Membership and Number
Name Category FY 2021-22 AGM held on in other Indian Chairmanship of the of Equity
Directorship held in other
September 29, 2021 Name of Relation with Public Limited Committees of the Board shares held
Held Entitled Attended Listed entities
Director other Directors along with Category Companies (As on of other Companies* (As on
Mr. Milan Khakhar Non-Executive Director 18 18 17 √ March 31,
March 31, 2022) Chairman/
Independent Director 18 12 4 × Member
Mr. Seshashayee Sridhara Chairperson 2022)
Mr. Pradeep Parameswaran Independent Director 18 13 6 × Ms. Adwaita • Daughter of Ms. - - - - 30,060
Nayar Falguni Nayar and Eq. Shares
Details of Board Meeting Mr. Sanjay Nayar (0.01%)
• Sister of Mr. Anchit
18 (Eighteen) Board meetings were held during the financial year, as against the statutory requirement of 4 (Four) Nayar
meetings. The details of Board meetings are given below: Ms. Alpana - Independent Director of 4 - 2 1,79,967
Parida GRP Limited and Cosmo Eq. Shares
Sr. Films Limited (0.04%)
Date Board Strength No. of Directors present % of Directors present
No.
- Ms. Anita Independent Director of 8 2 5 73,064
1 April 9, 2021 12 11 92 Metropolis Healthcare Eq. Shares
Ramachandran
2 June 8, 2021 12 11 92 Limited, Happiest Minds (0.02%)
June 30, 2021 12 11 92 Technologies Limited,
3 Rane (Madras) Limited
4 July 9, 2021 12 10 83 and Grasim Industries
5 July 15, 2021 8 8 100 Limited
Mr. Milind - Independent Director 8 3 5 10,526
6 July 26, 2021 11 8 73
Sarwate of Sequent Scientific Eq. Shares
7 July 30, 2021 10 7 70 Limited, Mahindra and (0.00%)
8 August 19, 2021 10 7 70 Mahindra Financial
Services Limited,
9 August 31, 2021 10 10 100
Matrimony.com Limited,
10 September 18, 2021 10 8 80 Asian Paints Limited and
September 27, 2021 10 8 80 Metropolis Healthcare
11
Limited
12 October 20, 2021 10 7 70
Mr. Milan - Managing Director of 3 - 1 Nil
13 November 2, 2021 10 7 70 Solid Stone Company
Khakhar
14 November 8, 2021 10 9 90 Limited
Mr. Seshashayee
- - - - - Nil
15 November 14, 2021 10 7 70
Sridhara
16 November 14, 2021 10 10 100
Mr. Pradeep - - - - - 5,264 Eq.
17 February 14, 2022 10 9 90 Parameswaran Shares
18 March 17, 2022 10 9 90 (0.00%)
*For the purpose of considering the limit of Committee membership and chairmanship of a Director, membership and chairmanship of Audit Committee
The relation of Directors inter se with each other, names of other Indian listed entities where Directors of the and Stakeholders Relationship Committee of public companies have been considered. Also excludes the membership & chairmanship in FSN E-Commerce
Company hold directorship, its category and the number of directorships and committee Chairmanships/ Ventures Limited.
Memberships held by them in other public limited companies as on March 31, 2022, is given below:
Matrix setting out the core skills/ expertise/ competence of the Board of Directors
No. of Directorships Membership and Number Your Board comprises of qualified members who collectively bring in the skills, expertise and competencies stated
Directorship held in other in other Indian Chairmanship of the of Equity below that allow them to make effective contribution to the Board and its Committees as required in context of
Name of Relation with Public Limited Committees of the Board shares held its business sector and to ensure highest standards of corporate governance. The Directors have identified the
Listed entities of other Companies*
Director other Directors along with Category Companies (As on (As on
list of core skills/expertise/competencies as required for them to function effectively and the Board believes that
March 31,
Directors
March 31, 2022) Chairman/ Member
Chairperson 2022) of the Company possess these skills/expertise/competencies, which helps the Company function effectively. While
Ms. Falguni • Spouse of Mr. Independent Director of 3 - 1 NIL all the Board members possess the skills identified, their respective area of core expertise is given below:
Nayar Sanjay Nayar Dabur India Limited and
• Mother of Mr. ACC Limited
Anchit Nayar and
Ms. Adwaita Nayar Adwaita Nayar
Mr. Sanjay • Spouse of Ms.
Nayar Falguni Nayar
• Father of Mr.
Anchit Nayar and
Ms. Adwaita Nayar
Mr. Anchit • Son of Ms. Falguni
Nayar Nayar and Mr.
Sanjay Nayar
• Brother of Ms.
Business Strategy √ √ √ √ √ √ √ √ √ √
- - - - - 1,60,080
- Eq. Shares (0.03%) Marketing – digital, √ √ √ √ √ √ - √ √ √
NIL Consumer & E
commerce
Industry knowledge √ √ √ √ √ √ √ √ √ √
122 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 123
FDSI RNEEC-TCOORMSM’
WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
REERPCOERVTENTURES LIMITED WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
Anita Pradeep The details of familiarisation programmes imparted for decision-making and enhance the
Core Area of Falguni Sanjay Anchit Adwaita Alpana Milind Milan Seshashayee
Expertise Nayar Nayar Nayar Nayar Parida
Rama-
Sarwate Khakhar Sridhara
Parames- to Independent Directors are also disclosed objectivity and independence of the Board’s
chandran waran on the Company’s website:https://www.nykaa.com/ judgement. The Members constituting the
Brand Building √ √ √ √ √ - - √ √ √ media/wysiwyg/2021/Investors-Relations/pdfs/10- Committees are majority Independent Directors and
Governance √ √ √ √ √ √ √ √ √ √ 11/Code-of-Conduct-for-Board-and-Senior- each Committee is guided by its Charter or Terms of
and Regulatory Management.pdf Reference, which outlines the composition, scope,
oversight roles & responsibilities of the Committees. The
Directors and Officers Insurance Chairperson of the Committees apprises the Board
Financial literacy √ √ √ √ √ √ √ √ √ √
The Company has undertaken Directors and Officers about the executive summary of the discussions
Human Capital √ √ √ √ √ √ - √ - - insurance (‘D and O insurance’) for all its Directors, held and decisions arrived at the Committee
Management including independent directors, for a quantum and Meetings.
During the year, all recommendations of the
M&A, Investment √ √ √ √ - - √ √ - √ risks as determined by the Board of directors of
Management, Risk the Company. Committees of the Board which were
Management mandatorily required have been accepted by
3. COMMITTEES the Board. The Company currently has six
The Board Committee are the pillars of the governance board level committees namely Audit committee,
Nomination
The Company did not have any pecuniary relationship and Remuneration Committee, Stakeholders’
or transactions with Non-Executive Directors All Independent Directors of the Company have been structure of the Company. The Board Committees are
Relationship Committee, Risk Management
during the financial year ended March 31, appointed as per the provisions of the Act and formed as a means of improving board effectiveness
Committee, Corporate Social Responsibility &
2022 except for payment of sitting fees, the Listing Regulations. The terms and conditions of and efficiency in areas where more focused,
Environmental, Social, and Governance Committee
commission and reimbursement of expenses incurred their appointment are disclosed on the Company’s specialised and technically oriented discussions are
and Fundraise and Investment Committee.
in the discharge of their duties. None of the Directors website required. These committees prepare the groundwork
hold convertible instruments of the Company. https://www.nykaa.com/media/wysiwyg/2021/
Investors-Relations/pdfs/10-11/Terms- and- COMPOSITION OF THE COMMITTEES
Conditions- of- Appointment- of- ndependent-
Independent Directors
The Company has received declarations from the
Independent Directors that they meet the criteria
of Independence laid down under the Act and the
Listing Regulations. The Independent Directors have
also confirmed that they have registered
themselves in the databank of persons offering
to become Independent Directors.
The Board of Directors, based on the declaration(s)
received from the Independent Directors, have
verified the veracity of such disclosures and confirm
The composition of the Committees is in 4. Mr. Seshashayee Sridhara 3. Mr. Milan Khakhar 3. Ms. Adwaita Nayar
accordance with the provisions of the 5. Mr. Milan Khakhar
Listing Regulations and the Act, details of
6. Mr. Anchit Nayar Stakeholders’ Relationship Committee Fundraise and Investment Committee
which are as follows:
1. Ms. Alpana Parida (Chairperson) 1. Ms. Falguni Nayar (Chairperson)
Audit Committee Nomination and Remuneration Committee 2. Mr. Anchit Nayar and 2. Mr. Sanjay Nayar
1. Mr. Milind Sarwate (Chairperson)
3. Ms. Adwaita Nayar 3. Mr. Milind Sarwate
Mr. Sanjay Nayar (Chairperson) Social, and
Governance Committee 4. Mr. Anchit Nayar and
2. Ms. Anita Ramachandran
Mr. Pradeep Parameswaran 1. Ms. Anita Ramachandran (Chairperson) 5. Mr. Milan Khakhar
3. Ms. Anita Ramachandran (Chairperson)
Ms. Alpana Parida Mr. Rajendra Punde, Head – Legal, Company Secretary and Compliance Officer, is the secretary of all the
Mr. Sanjay Suri (Chief Technology Officer) 2. Ms. Alpana Parida
Mr. Sanjay Nayar and
Committees constituted by the Board.
(iii)The Audit Committee shall mandatorily review Sarwate, the Chairman of the Audit
Video Conferencing facility on September 29, 2021 to address 4. Formulation of criteria for evaluation of performance
the following information: Committee was present at the 9th AGM of
the Shareholders’ queries pertaining to Annual Accounts and of independent Directors and the Board;
1. Management discussion and analysis of financial the Company held through
Financial Results of the Company.
condition and results of operations; 5. Devising a policy on Board diversity;
During the year under review, all the recommendations made by
2. Management letters/letters of internal control the Audit Committee were accepted by the Board. 6. Identifying persons who are qualified to become
weaknesses issued by the statutory auditors of Directors of the Company and who may be appointed
the Company; Vigil Mechanism/Whistle-Blower Policy in senior management in accordance with the criteria
laid down and recommend to the Board their
3. Internal audit reports relating to internal The Vigil Mechanism/Whistle-Blower Policy has been explained appointment and removal. The Company shall disclose
control weaknesses; in detail in the Directors’ Report. the remuneration policy and the evaluation criteria in
4. The appointment, removal and terms of its annual report;
Nomination and Remuneration Committee Terms of
remuneration of the chief internal auditor.
7. Analysing, monitoring and reviewing various human
5. Statement of deviations: Reference resource and compensation matters including the
The scope and function of the Nomination and compensation strategy;
• quarterly statement of deviation(s)
Remuneration Committee is in accordance with Section 178 of
including report of monitoring agency, 8. Determining the Company’s policy on specific
the Companies Act read with Regulation 19 of the SEBI Listing
if applicable, submitted to stock exchange(s) remuneration packages for executive Directors
Regulations and its terms of reference are as follows:
in terms of Regulation 32(1) of the including pension rights and any compensation
SEBI Listing Regulations; and 1. To allot equity shares upon exercise of Employee Stock payment, and determining remuneration packages of
Options under the ESOP Scheme(s); such Directors;
• annual statement of funds utilised for
purposes other than those stated in 2. Formulation of the criteria for determining 9. Recommending the remuneration, in whatever form,
the issue qualifications, positive attributes and independence of a payable to Non-Executive Directors and to the senior
document/prospectus/notice in terms director and recommend to the Board a policy, relating to management personnel and other staff (as deemed
of Regulation 32(7) of the SEBI the remuneration of the Directors, key managerial necessary);
Listing Regulations; personnel and other employees;
10. Reviewing and approving compensation strategy from
6. To review the financial statements, in particular, The Nomination and Remuneration Committee, while time to time in the context of the then current Indian
the investments made by any unlisted formulating the above policy, should ensure that: market in accordance with applicable laws;
subsidiary; and a) the level and composition of remuneration be
11. Determining whether to extend or continue the term
7. Such information as may be prescribed under the reasonable and sufficient to attract, retain and motivate
of appointment of the Independent Director, on
Companies Act and SEBI Listing Regulations. Directors of the quality required to run our Company
the basis of the report of performance evaluation of
successfully;
The Audit Committee shall have authority to Independent Directors;
investigate into any matter in relation to the items b) relationship of remuneration to performance is
clear and meets appropriate performance 12. Perform such functions as are required to be
as set out above or referred to it by the Board performed by the compensation committee under
and for this purpose shall have the power to seek benchmarks; and
the Securities and Exchange Board of India (Share
information from any employees, obtain outside c) remuneration to Directors, key managerial Based Employee Benefits) Regulations, 2014;
legal or other professional advice from external personnel and senior management involves a
sources, have full access to information contained balance between fixed and incentive pay 13. Administering the employee stock option scheme/
in the records of the Company and secure the reflecting short and long-term performance plan approved by the Board and shareholders of
attendance of outsiders with relevant expertise, if it objectives appropriate to the working of the the Company in accordance with the terms of
considers necessary. Company and its goals. such scheme/plan (“ESOP Scheme”) including
the following:
3. For every appointment of an independent director, the
Details of Audit Committee Meeting Nomination and Remuneration Committee shall (i) Determining the eligibility of employees to
The Committee met 13 (Thirteen) times during the year evaluate the balance of skills, knowledge and experience participate under the ESOP Scheme;
under review on April 08, 2021, May 18, 2021, June 07, on the Board and on the basis of such evaluation, prepare
2021, June 29, 2021, July 26, 2021, August 31, a description of the role and capabilities required of an (ii) Determining the quantum of option to be
2021, independent director. The person recommended to the granted under the ESOP Scheme per employee
September 14, 2021, September 08, 2021, Board for appointment as an independent director shall have and in aggregate;
September the capabilities identified in such description. For the (iii) Date of grant;
27, 2021, November 14, 2021, December 14 , 2021, purpose of identifying suitable candidates, the Committee
February 09, 2022 and March 16, 2022 as against may: (iv) Determining the exercise price of the
the statutory requirement of four meetings and the option under the ESOP Scheme;
a) use the services of an external agencies, if
attendance is given in the report. The requisite quorum was (v) The conditions under which option may vest in
required;
present at all the meetings of the Audit Committee. employee and may lapse in case of termination
b) consider candidates from a wide range of
of employment for misconduct;
General backgrounds, having due regard to diversity; and
As required under the Secretarial Standards, the Chairman c) consider the time commitments of the candidates. (vi) The exercise period within which the employee
of the Committee or, in his absence, any other Member should exercise the option and that option would
of the Committee authorised by him on his behalf shall
attend the General Meeting of the Company. Mr. Milind
lapse on failure to exercise the option within (x) The grant, vest and exercise of option issues, merger, sale of division and others. In 14. Construing and interpreting the employee
the exercise period; in case of employees who are on long this regard following shall be taken into stock option scheme/plan approved by the
leave; consideration: Board and shareholders of the Company in
(vii) The specified time period within which
accordance with the terms of such scheme/plan
the employee shall exercise the vested (xi) Allow exercise of unvested options on • the number and the price of stock
(“ESOP Scheme”) and any agreements defining the
option in the event of termination or such terms and conditions as it may option shall be adjusted in a manner such
rights and obligations of the Company and eligible
resignation of an employee; deem fit; that total value of the option to the
employees under the ESOP Scheme, and prescribing,
employee remains the same after the
(viii)The right of an employee to exercise all (xii) The procedure for cashless exercise of options; amending and/or rescinding rules and regulations
corporate action;
the options vested in him at one time or at relating to the administration of the ESOP
(xiii)Forfeiture/ cancellation of options granted;
various points of time within the exercise • for this purpose, global best practices Scheme;
period; (xiv) Formulating and implementing in this area including the procedures
15. Framing suitable policies, procedures and systems to
the procedure for making a fair and followed by the derivative markets in
(ix) Re-pricing of the options which are not ensure that there is no violation of securities laws, as
reasonable adjustment to the India and abroad may be considered; and
exercised, whether or not they have been amended from time to time, including:
number of options and to the the vesting period and the life of the
vested if stock option rendered unattractive
exercise price in case of corporate option shall be left unaltered as far as a) the Securities and Exchange Board of
due to fall in the market price of the equity
actions such as rights issues, bonus possible to protect the rights of the India (Prohibition of Insider Trading)
shares;
employee who is granted such option. Regulations, 2015, as amended; and
(b) Measures for risk mitigation including systems 2022. The requisite quorum was present at both
Corporate Social Responsibility & Environmental, Social, be undertaken in areas or subjects specified in
and processes for internal control of identified the meetings and the attendance is given in the
risks; report.
and Governance Committee (“Corporate Social Responsibility Schedule VII of the Companies Act;
Committee”)
(b) the manner of execution of such projects or
(c) Business continuity plan.
Terms of Reference programmes as specified in the rules notified
4. To approve the process for risk identification under the Companies Act;
and mitigation; 1. To formulate and recommend to the Board, a
corporate social responsibility policy stipulating, (c) the modalities of utilisation of funds and
5. To decide on risk tolerance and appetite levels, amongst others, the guiding principles for selection, implementation schedules for the projects
recognising contingent risks, inherent and residual implementation and monitoring the activities as well or programmes;
risks including for cyber security; as formulation of the annual action plan which shall (d) monitoring and reporting mechanism for the
6. To monitor the Company’s compliance with the risk indicate the activities to be undertaken by the projects or programmes; and
structure. Assess whether current exposure to the Company as specified in Schedule VII of the
Companies Act and the rules made thereunder and make (e) details of need and impact assessment, if any, for
risks it faces is acceptable and that there is an
any revisions therein as and when decided by the Board; the projects undertaken by the Company; and
effective remediation of non-compliance on an on-
going basis; 2. Recommending the amount of expenditure to be 10. Such terms of reference as may be prescribed under
incurred, amount to be at least 2% of the average net the Companies Act and SEBI Listing Regulations.
7. To monitor and oversee implementation of the
risk management policy, including evaluating the profit of the Company in the three immediately preceding Under the aegis of the ESG initiative, the Committee will
adequacy of risk management systems; financial years or where the Company has not completed the have oversight responsibility on the Company’s business
period of three financial years since its incorporation, during operations from the standpoint of impact on environment
8. To ensure that appropriate methodology, such immediately preceding financial years; and society. This underscores the Company’s commitment
processes and systems are in place to monitor and
3. To identify corporate social responsibility policy as a responsible corporate citizen to improve execution of its
evaluate risks associated with the business of the
partners and corporate social responsibility policy business operations in a sustainable, environment friendly
Company;
programmes; manner in the society and markets it operates in. The ESG
9. To approve major decisions affecting the risk profile or initiatives will be aimed at favourably impacting creation of
exposure and give appropriate directions; 4. To review and recommend the amount of expenditure to be opportunities for people, businesses and communities the
incurred for the corporate social responsibility activities Company works with.
10. To consider the effectiveness of decision-making and the distribution of the same to various corporate
process in crisis and emergency situations; social responsibility programmes undertaken by the The Committee will present proposed initiatives to the
Company; Board in this regard.
11. To balance risks and opportunities;
12. To generally, assist the Board in the execution of 5. To delegate responsibilities to the corporate social Details of Committee Meeting
its responsibility for the governance of risk; responsibility team and supervise proper execution of all
delegated responsibilities; The Committee met 5 (Five) times during the year
13. To keep the Board of Directors informed about the under review on April 29, 2021, September 27, 2021,
nature and content of its discussions, recommendations 6. To review and monitor the implementation of
corporate social responsibility programmes and issuing December 22, 2021, February 03, 2022 and March
and actions to be taken; 16, 2022 and the requisite quorum was present at
necessary directions as required for proper implementation
14. To consider the appointment, removal and terms of and timely completion of corporate social responsibility all the meetings. The details of attendance of
remuneration of the Chief Risk Officer (if any) shall be programmes; Committee members are given in this Report.
subject to review by the Risk Management
7. To perform such other duties and functions as the 4. REMUNERATION OF DIRECTORS
Committee;
Board may require the Corporate Social Responsibility
15. The Risk Management Committee shall have powers Committee to undertake to promote the corporate social Remuneration Policy
to seek information from any employee, obtain responsibility activities of the Company and exercise such In terms of Section 178 of the Act and Regulation
outside legal or other professional advice and secure other powers as may be conferred upon the Corporate Social 19 of the Listing Regulations, the Board of your
attendance of outsiders with relevant expertise, if it Responsibility Committee in terms of the provisions of Company, on recommendation of the Nomination
considers necessary; Section 135 of the Companies Act. and Remuneration Committee (“NRC”), adopted
16. The Risk Management Committee shall coordinate Remuneration policy for Directors, Key Managerial
its activities with other committees, in 8. To take note of the Compliances made by implementing
Personnel and other Employees which sets out criteria
instances where there is any overlap with agency (if any) appointed for the corporate social
for the remuneration for Directors, Key Managerial
activities of such committees, as per the responsibility of the Company.
Personal (‘KMP’) and other employees so as to
framework laid down by the board of Directors; 9. The Corporate Social Responsibility Committee shall attract, retain and reward talent who will contribute
17. To attend to such other matters and functions as may formulate and recommend to the Board, an annual to our long-term success and thereby build value for
be prescribed by the Board from time to time; action plan in pursuance of its corporate social responsibility the shareholders.
and policy, which shall include the following:
As per Remuneration Policy, the Company expects
18. Such terms of reference as may be prescribed under (a) the list of corporate social responsibility projects its employees to foster a culture of growth and high
the Companies Act and SEBI Listing Regulations. or programmes that are approved to performance. Our Policy supports the design
of programmes that align rewards – including
Details of Risk Management Committee Meeting incentive programmes, retirement benefit
The Committee was constituted on July 09, 2021 programmes, promotion and advancement
and during the period under review, 2 (Two) meetings opportunities – with
were held on September 27, 2021 and March 16,
the long-term success of our stakeholders. The Policy Committee in accordance with the other components shall be governed by The remuneration paid to Ms. Falguni Nayar
enables and encourages employees to live by and provisions of the Act, and the rules HR Policies of the company. The as an Executive Chairperson, Managing
demonstrate the Nykaa Values in its true spirit. made thereunder. remuneration is reviewed annually Director and Chief Executive Officer
through the cyclical compensation review during the FY 2021-22 is as follows:
• Commission may be paid subject to the
Remuneration of Directors: process.
limits as per the applicable Fixed Compensation: 20 million, *Variable
• Executive Directors shall be eligible for provisions of the Act. The Remuneration Policy of the Company Pay: Nil, Perquisites/Benefits: 0.67
remuneration as may be approved by the Board has been uploaded on the Company’s website million, Ex-gratia amount: Nil.
on recommendation of the Committee. Remuneration to KMP and other employees: and can be accessed at:
The remuneration and commission to be paid *2% of the profit before tax of our
• The KMP and other employees https://www.nykaa.com/media/
to the Managing Director/Whole-time Director Company on consolidated basis, subject to
shall be paid remuneration as per wysiwyg/2021/Investors-Relations/pdfs/10-11/
shall be in accordance with the provisions of applicable statutory limits as approved
the Company’s Compensation Remuneration-Policy-for-Directors-KMP-and-
the Act and the rules made thereunder. by the Shareholders pursuant to their
Policy, designed around the other-employees.pdf
resolution dated March 08, 2021.
• Non-Executive/Independent Directors will be following primary pay components:
eligible for sitting fees for attending meetings fixed pay, annual variable pay, long- • Remuneration to Executive Directors for Term: Ms. Falguni Nayar was designated
of Board or Committee as fixed by the term incentives, perks and benefits. the Financial Year 2021-22 as the Executive Chairperson, Managing
Board on the recommendation of the The break-up of the pay scale and 1. Ms. Falguni Nayar
The details of Postal Ballot process during the financial year 2021-22 is as under:
• Website: Your Company’s website • Annual General Meeting through Video
Resolutions for which approval was sought from the members through the Postal Ballot: https:// www.nykaa.com/investor-relations Conferencing / Other Audio-Visual
Financial Year Date & Time Special Resolutions passed contains a separate section for investors. Means Facility
2021-22 February 09, 2022 • Approval of Article 114(a) and Article 134 of the Articles of Association of the Information on various topics such as the
Date : Wednesday, August 10, 2022
Company Board of Directors, Committees of the
• Ratification of the Employee Stock Option Scheme –2012 of the Company Board, Annual Reports, various policies, Time : 05:00 p.m. (IST)
intimation to stock exchanges etc. are
• Ratification to extend benefits of Employee Stock Option Scheme –2012 to the
available on the website. Venue : Meeting through VC/OAVM
employees of the subsidiary companies of the Company
• Designated Exclusive E-mail IDs: Your [Deemed Venue for Meeting: Registered Office
• Ratification of the FSN Employees Stock Option Scheme – -2017 of the Company
Company has designated the following E-mail of the Company at 104 Vasan Udyog Bhavan,
• Ratification to extend benefits of FSN Employees Stock Option Scheme 2017 to
IDs exclusively for investor servicing: Sun Mill Compound, Tulsi Pipe Road,
the employees of the subsidiary companies of the Company
Lower Parel Mumbai – 400 013]
The Board of Directors of your Company had appointed Mr. Sachin Sharma (Membership No. 46900/CP. No.
20423), Designated Partner, M/s. S. Anantha & Ved LLP (LLPIN: AAH-8229), Company Secretaries, Mumbai
(a) For Investor Queries and Grievance • Financial Year
or failing him Mr. Dinesh Trivedi (Membership No. 23841/CP. No. 22407), Designated Partner, M/s. S. Anantha Redressal:
The financial year covers the period from
& Ved LLP, (LLPIN: AAH-8229), as Scrutiniser for conducting the Postal Ballot/e-voting process in a fair [email protected] April 01, 2021 to March 31, 2022.
and transparent manner. All e-votes received up to 5.00 p.m. on February 09, 2022 were considered for
(b) For queries in respect of shares in • Listing details
scrutiny.
physical mode:
E-votes received after this date were not considered for scrutiny. The results of the Postal Ballot were announced on
[email protected] BSE Limited, National Stock Exchange of
February 11, 2022 declaring that the special resolutions set out in the Postal Ballot Notice were duly passed by the
Phiroze Jeejeebhoy India Limited
Members of the Company, with requisite majority. •
In line with the “Green Initiative”
Towers, Exchange Plaza, Bandra-Kurla
undertaken by the Ministry of Corporate Dalal Street, Complex, Bandra (East),
Procedure adopted for Postal Ballot: Affairs, the Company will be sending this Mumbai - 400 001 Mumbai - 400 051
year’s Annual
• The Notice of the Postal Ballot containing the Draft Resolution and Explanatory Statement, were e-mailed Report (including subsequent notices and Stock Code : 543384 Symbol : NYKAA
on Monday, January 10, 2022 to those Members whose names appeared on the Register of communications, as permissible) to the
Members/ List of Beneficial Owners as received from National Securities Depository Limited (“NSDL”) and shareholders who have registered their email • Transfer of unclaimed/unpaid amount to
Central Depository Services (India) Limited (“CDSL”) as on Friday, December 31, 2022 (“cut-off date”) address with the Company/ Depository. the Investor Education and Provident Fund
and were sent only in electronic mode to those Members whose e-mail addresses were registered with the The Annual Reports of your Company are Your Company had not declared dividends during
Company or RTA or the Depository Participant(s). The details of E-Voting Event Number (“EVEN”), User ID also available in the Investor Relations section the FY 2014-2015, hence no unpaid/unclaimed
and Password were e-mailed by RTA to those Members whose e-mail IDs were registered with the of the Company’s website. dividend for FY 2014-2015 is required to
Company/Depository Participant(s). The Notice also specified the procedure for registering the e-mail be transferred to the Investor Education
addresses and obtaining the Notice of Postal ballot and remote e-voting instructions by the Members 7. GENERAL SHAREHOLDER INFORMATION and Provident Fund.
whose e-mail addresses were not registered with the depositories. • Corporate Identification Number:
• The advertisement was published in the Newspapers (including e-Newspapers) viz. ‘The Free Press Journal’ L52600MH2012PLC230136 • Market Price Data for the period –
(English) and ‘Navshakti’ (Marathi) on Tuesday, January 11, 2022 giving the requisite details as per the November 10, 2021 to March 31, 2022:
• Registered Office Address:
provisions of the Act and Secretarial Standard - 2. 104 Vasan Udyog Bhavan, Sun Mill Compound, Share price performance in comparison
Tulsi Pipe Road, Lower Parel Mumbai – 400 on BSE Limited:
• The remote voting period began on Tuesday, January 11, 2022 at 09:00 a.m.. (IST) and ended on Wednesday, February 09,
2022 at 05:00 p.m. (IST). 013.
• The Scrutiniser submitted his Report on Thursday, February 10, 2022 and the resolution was deemed to have BSE Sensex
Month
(Financial Year 2021-2 2)
been passed on the last date of remote e-voting i.e., on Wednesday, February 09, 2022. High (` ) Low (` ) Volume (No.) High (` ) Low (` ) Volume (No.)
November 2,574.00 1,994.10 4,37,833 61,036.56 56,382.93 802,37,41,579
6. MEANS OF COMMUNICATION
December 2,559.25 1,886.00 2,02,797 59,203.37 55,132.68 1900,42,74,843
• Financial Results: Your Company’s quarterly financial results are submitted to the stock exchanges within forty-
January 2,134.70 1,571.30 1,50,013 61,475.15 56,409.63 1995,02,52,205
five days from the end of the quarter and the audited annual results are announced within sixty days from
the end of the financial year as required under the Listing Regulations which are also available on the website of February 1,920.00 1,218.80 1,76,246 59,618.51 54,383.20 1337,53,62,897
your Company at https://www.nykaa.com/investor-relations. The results are usually published in (Financial March 1,718.20 1,281.75 1,04,903 58,890.92 52,260.82 1249,27,51,846
Express/
Free Press Journal) English newspaper having country-wide circulation and in (Loksatta/Navshakti) Marathi
newspaper where the registered office of the Company is situated. Share price performance in comparison on National Stock Exchange of India Limited (NSE):
• Investors/analysts Meets: Your Company’s officials interact on a regular basis with stakeholders through investor Month NSE Nifty
meetings, investor calls, media interactions, interviews, etc. Intimation and outcome of such meets are uploaded (Financial Year 2021-22) High (` ) Low (` ) Volume (No.) High (` ) Low (` ) Volume (No.)
on the website of stock exchanges and displayed on your Company’s website at https://www.nykaa.com/stock- November 2,573.70 2,000.00 7,10,78,977 18,210.15 16,782.40 428,71,42,585
exchange-filings. December 2,560.00 1,910.05 3,97,65,496 17,639.50 16,410.20 549,92,73,903
• Press/Media releases: Official news and press/media releases are uploaded on the website of stock January 2,135.00 1,571.00 1,85,21,203 18,350.95 16,836.80 543,54,47,093
exchanges and displayed on your Company’s website at https://www.nykaa.com/stock-exchange-filings. February 1,917.70 1,219.05 2,95,14,873 17,794.60 16,203.25 562,02,92,631
• Compliance reports, corporate announcements, material information and updates: Your Company disseminates March 1,719.00 1,281.00 1,68,16,255 17,559.80 15,671.45 795,97,08,234
the requisite compliance reports and corporate announcements/updates to the stock exchanges through their designated portal. *Above information is considered from the date of Listing of the Company’s equity shares viz. November 10, 2021. (Source: The above information
is compiled from the data available on the websites of BSE and NSE)
Share Price Performance in comparison to broad-based indices – BSE Sensex and Nifty 50 Equity Shares in physical form are
For Shares held in Demat form
processed by the RTA viz. Link Intime
BSE Sensex vs NYKAA Share Price Investors’ concerned Depository India Private Limited and approved by the
Participant(s) and/or Link Intime India Stakeholders’ Relationship Committee.
Private Limited.
59000 3000 The requests received by the Company/
RTA for dematerialisation/rematerialisation
58500 Your Company has also designated
2500 are disposed off expeditiously. During
58000 [email protected] as the year under review, one request of
2000 an exclusive E-mail ID for Investors for the
57500 rematerialisation has been received and
NYKAA
purpose of registering complaints. the same has been processed expeditiously.
BSE
57000 1500
Your Company obtained, a certificate from
56500
1000 • Share Transfer System: a Company Secretary in Practice, certifying
56000 Pursuant to Regulation 40 of Listing that all certificates for transfer, transmission,
55500
500 Regulations, the requests for effecting sub-division, consolidation, renewal,
transfer of securities shall not be processed exchange and deletion of names were issued
55000 0
Nov-21 Dec-21 Jan-22 Feb-22 Mar-22
unless the securities are held in the as required under Regulation 40(9) of
dematerialised form with respective the Listing Regulations and were duly filed
Sensex (inH) Nykaa closing price (in H) Depositories i.e., National Securities with the Stock Exchanges.
Depository Limited and Central Depository • Dematerialisation of shares:
NIFTY 50 vs NYKAA Share Price Services (India) Limited. However,
this restriction shall not be applicable As mandated by the Securities and
to the request received for effecting Exchange Board of India (“SEBI”), securities
17600 3000 transmission or transposition of of the Company can be transferred/
17400 2500 physical shares. Shareholders are traded only in dematerialised form. As on
accordingly advised to avail the facility March 31, 2022, 97% of shareholding was
17200 2000
of dematerialisation holding shares in held in Dematerialised form with National
NYKAA
NSE
17000 1500 physical form by getting in touch with Securities Depository Limited and Central
16800 1000 any
MODEDepository
OF HOLDING Participant having Depository Services (India)
NO. OF SHARES % OF Limited.
SHARE CAPITAL
registration with SEBI.
Physical Segment 1,21,48,141 3.00
16600 500
16400 0
Demat Segment
Nov-21 Dec-21 Jan-22 Feb-22 Mar-22 NSDL (A) 45,47,78,792 96.00
CDSL (B) 71,77,943 1.00
Total (A + B) 46,19,56,735 97.00
Nifty 50 (in H) Nykaa closing price (in H) TOTAL 47,41,04,876 100.00
Shareholding Pattern as on March 31, 2022: • List of all Credit Ratings obtained by the Company along with revisions for the FY 2021-22:
Sr. Category of No. of Total number of Total number of shares Total number of CRISIL Ratings Limited had assigned the credit rating to your Company as follows:
No. % of total no. of
Shareholder shareholders shares (fully paid up) (partly paid up) shares (fully and shares
partly paid up) Type of Credit rating During the Financial year 2021-22 Post the Financial year 2021-22
(A) Shareholder of Long Term Rating on Bank Debt CRISIL BBB+/Positive CRISIL A-/Stable
Promoter and
Promoter Group Corporate Credit Rating CRISIL BBB+/Positive CCR A-/Stable
1 Indian 9 24,85,65,357 - 24,85,65,357 52.43 • Management Discussion and Analysis Report: Management Discussion and Analysis Report forms part
2 Foreign - - - - - of this Annual Report.
Total 9 24,85,65,357 - 24,85,65,357 52.43
as
shareholding of 8. OTHER DISCLOSURES / COMPLIANCES
Promoter and / CERTIFICATIONS DISCLOSURE FROM
promoter group SENIOR MANAGEMENT
(B) Public -
Shareholding
Subsidiary Companies – Monitoring Framework
1 Institutions 223 4,31,46,792 - 4,31,46,792 9.10 The Company monitors performance of its subsidiary
companies, inter alia, by the following means:
2 Non-Institutions 3,23,932 18,23,92,727 - 18,23,92,727 38.47
Total public 3,24,155 22,55,39,519 - 22,55,39,519 47.57 (i) The Audit Committee reviews financial
shareholding statements of the subsidiary companies,
Total (A+B) 3,24,164 47,41,04,876 - 47,41,04,876 100.00 along with investments made by them, on
a quarterly basis.
Category-wise Shareholding (%) (ii) The Board of Directors reviews the Board
Meeting minutes and statements of all significant
transactions and arrangements, if any, of
subsidiary companies.
(iii) At least one Independent Director of the
Company is on the Board of Directors of unlisted
Promoter and Promoter Group-Indian 52.43%
material subsidiary.
Institutions 9.10%
The Company has formulated a policy for
Non-Institutions 38.47
determining its ‘Material’ Subsidiaries and the
same is available on the website of the Company -
www.nykaa.com. The weblink for the same is
https://www.nykaa.com/media/wysiwyg/2021/
Investors-Relations/pdfs/10-11/Policy-for-
determining-Material-Subsidiary.pdf
CEO / CFO Certification requirement of the Listing Regulations are adopted: 8 Related party 23 Yes • Policy on Materiality of related party transactions and dealing
The Executive Chairperson, Managing Director & transactions with related party transactions
• Prior approval including omnibus approval of Audit Committee
Chief Executive Officer and Chief Financial Officer 1. Unmodified Audit Opinion
for related party transactions
of the Company have jointly furnished an annual During the year under review, there is no audit • Periodical review of related party transactions
qualification in your Company’s standalone • Disclosure on related party transactions
certification on financial reporting and internal
financial statements and consolidated financial
Sr. Compliance Status Various policies and the weblinks of respective policies adopted by your Company which are in
Particulars Regulation Key Compliance Observed
No.
Yes/ No/ N.A. accordance with the provisions of the Companies Act, 2013 and Listing Regulations:
9 Subsidiaries of the 24 Yes • Appointment of Company’s Independent Director on the Board
Company Particulars Website Links
of unlisted material subsidiaries
• Review of financial statements and investments of unlisted Vigil Mechanism/Whistle-blower Policy https://www.nykaa.com/media/wysiwyg/2021/Investors-Relations/pdfs/10-
subsidiaries by the Audit Committee 11/Vigil-Mechanism-Whistle-Blower-Policy.pdf
• Minutes of the Board of Directors of the unlisted subsidiaries Terms and Conditions of appointment https://www.nykaa.com/media/wysiwyg/2021/Investors-Relations/pdfs/10-
are placed at the meeting of the Board of Directors of Independent Directors 11/Terms-and-Conditions-of-Appointment-of-ndependent-Directors.pdf
• Significant transactions and arrangements of unlisted Risk Management Policy https://www.nykaa.com/media/wysiwyg/2021/Investors-Relations/pdfs/10-
subsidiaries are placed at the meeting of the Board of Directors 11/Risk-Management-Policy.pdf
10 Secretarial Audit 24A Yes • Secretarial Audit of the Company
• Secretarial Audit of material unlisted subsidiaries incorporated in Remuneration Policy for Directors, KMP and https://www.nykaa.com/media/wysiwyg/2021/Investors-Relations/pdfs/10-
India other Employees 11/Remuneration-Policy-for-Directors-KMP-and-other-employees.pdf
Compliance Certificate from Secretarial Auditor regarding compliance of conditions of Corporate Governance For and on behalf of the Board of Directors
A certificate from M/s. S. N. Ananthasubramanian & Co., Company Secretaries, regarding compliance of conditions
of Corporate Governance forms part of this Annual Report as Annexure - IV. Falguni Nayar
Disclosure in relation to recommendation made by any Committee which was not accepted by the Board Executive Chairperson, Managing Director & CEO
There was no instance during the financial year 2021-22, where the Board of Directors of the Company has not DIN:- 00003633
accepted any recommendations, if any, of its Committees.
Place: Mumbai
Date: May 27,
2022
144 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 145
FDSI RNEEC-TCOORMSM’
WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
REERPCOERVTENTURES LIMITED WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
For and on behalf of the Board of Directors 1. We have reviewed financial statements and the cash flow statement of FSN E-Commerce Ventures Limited
(“the Company”) for the year ended March 31, 2022 and to the best of our knowledge and belief:
i. these statements do not contain any materially untrue statement or omit any material fact or contain
Sd/-
statements that might be misleading;
Falguni Nayar
Executive Chairperson, ii. these statements together present a true and fair view of the Company’s affairs and are in compliance with
Managing Director & CEO existing accounting standards, applicable laws and regulations.
DIN:- 00003633 2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year
Place: Mumbai which are fraudulent, illegal or violative of the Company’s code of conduct.
Date: May 27,
2022 3. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we
have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting
and we have disclosed to the auditors and the Audit Committee, deficiencies, if any, in the design or operation
of such internal controls, of which we are aware and the steps we have taken or propose to take to rectify these
deficiencies.
4. We have indicated to the auditors and the Audit Committee:
i. there are no significant changes in internal controls over financial reporting during the year;
ii. there are no significant changes in accounting policies during the year; and
iii. there are no instances of significant fraud of which we have become aware.
Place: Mumbai
Date: May 27, 2022
146 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 147
FDSI RNEEC-TCOORMSM’
WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
REERPCOERVTENTURES LIMITED WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
To,
The Members, Sr. Director Identification
Name of Director Date of Appointment Date of Cessation
No. Number (DIN)
FSN E-Commerce Ventures Limited 1. Falguni Nayar 00003633 24-04-2012 –
CIN: L52600MH2012PLC230136 2. Milan Khakhar 00394065 28-09-2015 –
104, Vasan Udyog Bhavan, 3. Alpana Parida 06796621 28-09-2015 –
Sun Mill Compound, Tulsi Pipe Road, 4. Anita Ramachandran 00118188 12-10-2015 –
Lower Parel, Mumbai – 400 013 5. Vikram Sud 01853732 06-07-2016 09-04-2021
6. Yogesh Mahansaria 00090323 09-11-2016 30-07-2021
We have examined the following documents: 7. Adwaita Nayar 07931382 22-01-2018 –
8. Shefali Munjal 01336733 25-01-2018 15-07-2021
(i) Declaration of non-disqualification as required under Section 164 of Companies Act, 2013 (‘the Act’);
9. William Sean Sovak 01161892 24-09-2018 15-07-2021
(ii) Disclosure of concern or interests as required under Section 184 of the Act; (hereinafter referred to as ‘relevant 10. Akshay Tanna 02967021 04-06-2019 15-07-2021
documents’) 11. Anchit Nayar 08351358 13-08-2019 –
12. Padmini Aditya Vikram Somani 00046486 13-08-2019 15-07-2021
as submitted by the Directors of FSN E-Commerce Ventures Limited (“the Company”) having its registered office at 104,
This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with
Vasan Udyog Bhavan, Sun Mill Compound, Tulsi Pipe Road, Lower Parel, Mumbai – 400013, to the Board of
which the management has conducted the affairs of the Company.
Directors of the Company (“the Board”) for the Financial Year 2021 – 2022 and Financial Year 2022 – 2023
and relevant registers, records, forms and returns maintained by the Company and as made available to us for the purpose This Certificate has been issued at the request of the Company to make disclosure in its Corporate Governance Report
of issuing this Certificate in accordance with Regulation 34(3) read with Schedule V Para C Clause 10(i) of SEBI of the Financial Year ended 31st March, 2022.
(LODR) Regulations, 2015. We have considered non-disqualification to include non-debarment by Regulatory/
Statutory Authorities.
For S. N. ANANTHASUBRAMANIAN & Co.
It is the responsibility of Directors to submit relevant documents with complete and accurate information in Company Secretaries
accordance with the provisions of the Act. ICSI Unique Code: P1991MH040400
Peer Review Cert. No.: 606/2019
Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of
Viswanathan N.S.
the management of the Company. Our responsibility is to express an opinion on these based on our verification.
Partner
Based on our examination as aforesaid and such other verifications carried out by us as deemed necessary and adequate ACS: 61955 | COP No.: 24335
(including Directors Identification Number (DIN) status at the portal www.mca.gov.in), in our opinion and to the best ICSI UDIN: A061955D000389293
of our information and knowledge and according to the explanations provided by the Company, its officers and authorized May 25, 2022 |Thane
representatives, we hereby certify that none of the Directors on the Board of the Company, as listed hereunder for
the Financial Year ending 31st March, 2022 have been debarred or disqualified from being appointed or continuing
as Directors of Companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such
statutory authority.
148 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 149
FDSI RNEEC-TCOORMSM’
WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
REERPCOERVTENTURES LIMITED WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
ANNEXURE – IV ANNEXURE – V
CORPORATE GOVERNANCE CERTIFICATE FORM NO. MR-3
SECRETARIAL AUDIT REPORT
[Pursuant to Regulation 34(3) and Schedule V Para E of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015)] FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2022
To, [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and
The Members, Remuneration of Managerial Personnel) Rules, 2014]
FSN E-Commerce Ventures Limited
CIN: L52600MH2012PLC230136 To,
The Members,
104, Vasan Udyog Bhavan, - Applicable only to the extent of Overseas
FSN E-Commerce Ventures Limited
Sun Mill Compound, Tulsi Pipe Road, Direct Investment;
CIN: L52600MH2012PLC230136
Lower Parel, Mumbai – 400 013
104, Vasan Udyog Bhavan,
Sun Mill Compound, Tulsi Pipe Road,
1. Background Lower Parel, Mumbai – 400 013
We have been approached by FSN E-Commerce Ventures Limited (“the Company”) to examine the compliance
with the conditions of Corporate Governance by the Company, as stipulated in the SEBI (Listing Obligations and We have conducted the Secretarial Audit of the compliance
Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), as amended from time to time, for the of applicable statutory provisions and the adherence to
financial year ended on March 31, 2022. good corporate practices by FSN E-Commerce Ventures
2. Management’s Responsibility Limited (hereinafter called ‘the Company’). Secretarial
Audit was conducted in a manner that provided us
The Compliance of conditions of Corporate Governance stipulated in the Listing Regulations is the responsibility of a reasonable basis for evaluating the corporate
the management. The management shall devise adequate systems, internal controls and processes to monitor and conducts / statutory compliances and expressing our
ensure the same. opinion thereon.
3. Our Responsibility Pursuant to the listing & trading approvals received from
Our responsibility is limited to conduct an examination of the systems, internal controls and processes adopted National Stock Exchange of India Limited (NSE) & BSE
by the Company and implementation thereof to monitor and ensure with the conditions of Corporate Governance and Limited on November 09, 2021, the equity shares of the
report thereon. Company have been listed with NSE and BSE Limited
on November 10, 2021.
4. Methodology
4.1. In order to conduct our examination, we were provided with the relevant documents and information including Based on our verification of the Company’s books, papers,
explanations, wherever required. minute books, forms and returns filed and other records
maintained by the Company and also the
4.2. Our examination was conducted in a manner which provided us with a reasonable basis for evaluating the systems, information provided by the Company, its officers, agents
internal controls and processes adopted by the Company to monitor and ensure compliance with the conditions and authorized representatives during the conduct of
of Corporate Governance and to certify thereon. secretarial audit, we hereby report that in our opinion, the
5. Opinion Company has, during the audit period covering the
Based on our examination as aforesaid, the information, explanations and representations provided by the management, financial year ended on 31st March 2022, complied
we certify that, the Company has complied with the with the conditions of the Corporate Governance stipulated with the statutory provisions listed hereunder and
in the Listing Regulations, for the Financial Year ended March 31, 2022. also that the Company has proper Board-processes and
compliance-mechanism in place to the extent, in the
6. Disclaimer manner and subject to the reporting made
a. We have not verified the correctness and appropriateness of financial records and Books of Accounts of hereinafter.
the Company. We have examined the books, papers, minute books,
b. This report is neither an assurance as to the future viability of the Bank/Company nor the efficiency forms and returns filed and other records maintained by
or effectiveness with which the management has conducted the affairs. the Company for the financial year ended on 31st March,
2022 according to the provisions of:
For S. N. ANANTHASUBRAMANIAN & Co. i. The Companies Act, 2013 (the Act) and the
Company Secretaries rules made thereunder;
ICSI Unique Code: P1991MH040400
Peer Review Cert. No.: 606/2019 ii. The Securities Contracts (Regulation) Act,
1956 (‘SCRA’) and the rules made thereunder;
Viswanathan N.S.
Partner iii. The Depositories Act, 1996 and the Regulations and
ACS: 61955 | COP No.: 24335 Bye-laws framed thereunder;
ICSI UDIN: A061955D000389260 iv. Foreign Exchange Management Act, 1999 and the
May 25, 2022 |Thane rules and regulations made thereunder to the
extent of Foreign Direct Investment, Overseas
Direct Investment and External Commercial
Borrowings
Regulations, 2018; f. The Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, 2021
d. The Securities and Exchange Board of – Not Applicable as the Company has not
India (Share Based Employee Benefits) delisted/ proposed to delist its equity shares
Regulations, 2014 (up to August 12, 2021)
from any Stock Exchange during the financial
and The Securities and Exchange Board of
year under review;
India (Share Based Employee Benefits and
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 Sweat Equity) Regulations, 2021 (with effect g. The Securities and Exchange Board of
(‘SEBI Act’): from August 13, 2021); India (Buyback of Securities) Regulations,
2018 – Not Applicable as there was no
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) e. The Securities and Exchange Board of
reportable event during the financial year
Regulations, 2011; India (Registrars to an Issue and Share Transfer
Agents) Regulations, 1993 regarding the under review;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (with Companies Act and dealing with client – Not h. The Securities and Exchange Board of India (Issue
effect from August 02, 2021); Applicable as the Company is not registered and Listing of Non- Convertible
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) as Registrar to Issue and Share Transfer Agent Securities) Regulations, 2021 – Not
during the financial year under review; Applicable as there
was no reportable event during the financial year Company, for the offence
committed under Section 139 of the Act during the shareholders of the Company in the ratio of 2:1
under review;
07th Annual General Meeting of the Company held on i.e. 2 (Two) equity shares of Re. 1/- (Rupee One
i. The Securities and Exchange Board of 12th July 2019 pursuant to the order dated 06th Only) each for every 1 (One) equity share of Re.
India (Listing Obligations and Disclosure September, 2021 passed by Regional Director, 1/- (Rupee One Only) credited as fully paid up
Requirements), Regulations, 2015; Western Region, Mumbai and in proportion of the shares held by them.
vi. The Management has confirmed that there are no (ii) Compounding Fees of ` 2,00,000/- (Rupees Two Lakh • The Company was converted into a Public
laws which are specifically applicable to the Company. only) by the Company, ` 72,000/- (Rupees Seventy Limited Company vide fresh Certificate of
Two Thousand Only) each, by Ms. Falguni Nayar, Incorporation consequent upon Conversion
We have also examined compliance with the applicable
Managing Director & Ms. Rashi Mehta, Director, for dated 28th July 2021.
provisions of the following:
the offence committed under Section 203 of the Act
(i) Secretarial Standards with regard to Meetings • A new set of Memorandum of Association
read with Rule 8 of Companies (Appointment &
and Articles of Association of the Company
of Board of Directors (SS-1) and General Meetings Remuneration of Key Managerial Personnel) for the
was adopted.
(SS- 2) issued by The Institute of Company period of offence between 09th June, 2014 to 02nd
Secretaries of India; February, 2015, pursuant to the order dated 29th • Amended the Employee Stock Option Scheme
(ii) Listing Agreements entered into by the Company September, 2021 passed by Regional Director, Western – 2012 and FSN Employees Stock Scheme
with BSE Limited and National Stock Exchange of Region, Mumbai. – 2017.
India Limited. We further report that during the audit period the following events (iii) Pursuant to the approval of the Shareholders at the
During the period under review the Company has complied have occurred which had a major bearing on the Company’s 27th EGM held on 28th July 2021, the Board of
with the provisions of the Act, Rules, Regulations, affairs in pursuance of the above referred laws, rules, regulations, Directors were authorised:
Guidelines, Standards, etc. guidelines, standards etc:
• To borrow the money along with the money
th already borrowed by the Company in excess of
(i) Pursuant to the approval of the Shareholders at the 25
We further report that: Extra-Ordinary General Meeting (EGM) held on 17th its paid up capital and free reserve i.e. Up to
The Board of Directors of the Company is duly June, 2021: ` 1,000 crores (Rupees One Thousand Crores
constituted with proper balance of Executive only) or the aggregate of the paid up
• Authorised Share Capital of the Company was capital and free reserves of the Company,
Directors, Non-Executive Directors including
increased from ` 20,00,00,000/- (Rupees Twenty whichever is higher, in terms of Section
Independent Directors and Women Directors. The
Crore only) divided into 1,95,00,000 (One crore 180(1) (c) of the Companies Act, 2013.
changes in the composition of the Board of
Ninety-Five Lakh) Equity Shares of
Directors which took place during the period • To create charges/ mortgages/ hypothecations
` 10/- (Rupees Ten Only) each and 5,00,000 (Five
under review were carried out in compliance with for an amount not exceeding ` 1,000
Lakh) Preference Shares of ` 10/- (Rupees Ten Only)
the provisions of the Act; crores (Rupees One Thousand Crores
each to ` 325,00,00,000/- (Rupees Three Hundred
Adequate notice is given to all Directors of the Twenty Five Crore Only) divided into 27,50,00,000 only) or the aggregate of the paid up capital and
schedule of the Board and Committee (Twenty Seven Crore Fifty Lakh) Equity Shares of ` free reserves of the Company, whichever is
Meetings and Agenda & detailed notes on agenda 10/- (Rupees Ten Only) each and 5,00,00,000 (Five higher, in terms of Section 180(1)(a) of the
were sent at least seven days in advance and there Crore) Preference Shares of ` 10/- (Rupees Ten Companies Act, 2013.
exists a system for seeking and obtaining further Only) each. • To give loans, provide guarantee/security,
information and clarifications on the agenda items make investments in addition to the loans and
• A new set of Articles of Association of the
before the meeting for meaningful participation at
Company was adopted.
the meeting;
(ii) Pursuant to the approval of the Shareholders at the 26th
All decisions of Board and Committee meetings were
carried unanimously; EGM held on 16th July 2021:
We further report that based on review of compliance • The Shares of the Company were sub-divided as
mechanism established by the Company and on the basis follows:
of the Compliance Certificate(s) issued by the Company - 27,50,00,000 (Twenty Seven Crore Fifty Lakh)
Secretary and taken on record by the Board of Directors Equity Shares of the Company having a face value
at their meeting(s), we are of the opinion that there of ` 10/- (Rupees Ten Only) each into
are adequate systems and processes in place in the 2,75,00,00,000 (Two Hundred Seventy Five
Company which is commensurate with the size and Crore) Equity shares of face value of Re. 1/-
operations of the Company to monitor and ensure (Rupee One Only) each and
compliance with applicable laws, rules, regulations and
guidelines. - 5,00,00,000 (Five Crore) Preference Shares of
the Company having a face value of ` 10/-
As informed, the Company has responded appropriately (Rupees Ten Only) each into 50,00,00,000
to notices received from various statutory/ regulatory (Fifty Crore) Preference Shares of face value of
authorities including the payment of: Re. 1 (Rupee One Only) each.
(i) Compounding Fees of ` 1,00,000/- (Rupees One • The Company, on 22nd July 2021, issued and
Lakh Only) by the Company and ` 20,000/- allotted bonus equity shares to the existing equity
(Rupees Twenty Thousand Only) by Ms.
Falguni Nayar, Managing Director of the
investments so far made in and the Section 186 of the Companies – 2012 and FSN Employees Stock Scheme Peer Review Cert. No.: 606/2019
amount for which guarantees or securities Act, 2013. – 2017.
have so far been provided for a sum not
(iv) Pursuant to the approval of the This Report is to be read with our letter of even Viswanathan N.S.
exceeding ` 1,000 crores (Rupees One
Shareholders at the 29th EGM held on date which is annexed as Annexure – A and
Thousand Crores only) over and above Partner
29th September, 2021: forms an integral part of this report.
the limit of 60% of the paid- up share ACS: 61955 | COP No.: 24335
capital, free reserves and securities premium • Amended the Articles of
For S. N. ANANTHASUBRAMANIAN & Co. ICSI UDIN: A061955D000389183
account of the Company or 100% of free Association of the Company.
reserves and securities premium account of the Company Secretaries
Company, whichever is higher, in terms of • Amended the Employee Stock Option Scheme May 25, 2022 |Thane
ICSI Unique Code: P1991MH040400
Prakash Shenoy
Partner
Place: Mumbai ACS: 14026 | COP No.: 22619
May 26, 2022
156 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 157
FDSI RNEEC-TCOORMSM’
WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
REERPCOERVTENTURES LIMITED WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
ANNEXURE – V(B) During the period under review the Company has complied exists for seeking and obtaining further information and
with the provisions of the Act, Rules, Regulations, clarifications on the agenda items before the meeting and
FORM NO. MR-3
Guidelines, Standards, etc. for meaningful participation at the meeting.
SECRETARIAL AUDIT REPORT
Mr. Tarun Pathria who had appointed as Chief Financial Majority decision is carried through while the dissenting
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2022 Officer of the Company on August 31, 2021 was members’ views are captured and recorded as part
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and resigned on February 19, 2022. of the minutes.
Remuneration of Managerial Personnel) Rules, 2014] As per section 203 (4), If the office of any whole-time We further report that there are adequate systems and
To, key managerial personnel is vacated, the resulting vacancy processes in the company commensurate with the size
shall
The Members, be filled-up by the Board at a meeting of the Board and operations of the company to monitor and ensure
FSN Brands Marketing Private Limited within a period of six months from the date of such vacancy compliance with applicable laws, rules, regulations
A-1,135 Shah and Nahar Industrial Estate ie: on or before August 18, 2022. and guidelines.
Sitaram Jadhav Marg, Lower Parel,
We further report that during the audit period the Company
Delisle Road Mumbai City MH 400013 IN WE FURTHER REPORT THAT
has done the following transactions in due compliance with
The Board of Directors of the Company is duly constituted the applicable provisions of the Act:
We have conducted the secretarial audit of the compliance with proper balance of Executive Directors, Non-Executive
(a) The Securities and Exchange Board of Directors and Independent Directors. The changes Company’s holding company, FSN E-Commerce Ventures
of applicable statutory provisions and the Private Limited was converted into a Public Company,
adherence to good corporate practices by FSN Brands India (Substantial Acquisition of Shares and in the composition of the Board of Directors that
Takeovers) Regulations, 2011; (Not took place during the period under review were carried pursuant to which its name was changed to ‘FSN
Marketing Private Limited (CIN: E-Commerce Ventures Limited’ By virtue of conversion
U74120MH2015PTC262096) applicable to the Company) out in compliance with the provisions of the Act.
of the Holding Company into a Public Company,
(“the Company”). Secretarial Audit was conducted in a (b) The Securities and Exchange Board of Adequate notice is given to all directors to schedule the the Company is now a Deemed Public Company and shall
manner that provided us a reasonable basis for evaluating India (Prohibition of Insider Trading) Board Meetings, agenda and detailed notes on agenda be subject to all applicable provisions as enunciated under
the corporate conducts/statutory compliances and Regulations, 2015; (Not applicable to the were sent at least seven days in advance, and a system the Companies Act, 2013.
expressing our opinion thereon. Company)
Based on our verification of the Company’s books, papers, (c) The Securities and Exchange Board of SAP & Associates
minute books, forms and returns filed and other records India (Issue of Capital and Disclosure
maintained by the company and also the Company Secretaries
Requirements) Regulations, 2018; (Not
information provided by the Company, its officers, agents applicable to the Company)
and authorized representatives during the conduct of Prakash Shenoy
secretarial audit, we hereby report that in our opinion, the (d) The Securities and Exchange Board of
India (Share based Employee Benefits and Partner
company has, during the audit period covering the
financial year ended on Sweat Equity) Regulation, 2021; (Not
applicable to
31st March, 2022, complied with the statutory provisions 1992 (‘SEBI Act’):- (Not applicable to the the Company)
listed hereunder and also that the Company has proper Company)
Board-processes and compliance-mechanism in place to (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the
the extent, in the manner and subject to the Company)
reporting made hereinafter: (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,
We have examined the books, papers, minute books, forms 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company)
and returns filed and other records provided to us and (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the
maintained by the Company for the financial year ended Company) and
on 31st March, 2022, according to the provisions of:
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the
(i) The Companies Act, 2013 (the Act) and the Company)
rules made there under;
(vi) Other laws as may be applicable specifically to the company
(ii) The Securities Contracts (Regulation) Act,
We have also examined compliance with the applicable clauses of the following:
1956 (‘SCRA’) and the rules made there
under; (Not applicable to the Company) (i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(iii) The Depositories Act, 1996 and the Regulations and (ii) The Listing Agreements entered into by the Company with Stock Exchange(s), if applicable; (Not applicable to the company)
Bye-laws Framed there under; (Not applicable to the
Company)
(iv) Foreign Exchange Management Act, 1999 and the
rules and regulations made thereunder to extent
of Foreign Direct Investment, Overseas Direct
Investment and External Commercial borrowings
(v) The following Regulations and Guidelines prescribed
under the Securities and Exchange Board of India Act,
Place: Mumbai May 26, 2022 Note: This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part
of this report.
ANNEXURE – A ANNEXURE – VI
PARTICULARS OF EMPLOYEES
[Disclosures required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
1. THE PERCENTAGE INCREASE IN THE MEDIAN REMUNERATION OF EMPLOYEES DURING THE
FSN Brands Marketing Private Limited
FINANCIAL YEAR
A-1,135 Shah and Nahar Industrial Estate
Sitaram Jadhav Marg, Lower Parel, Median remuneration of the employees of the company as at the end of the year under review was 0.8 million which
Delisle Road Mumbai Mumbai City MH 400013 IN was at the same level as the previous year’s median remuneration*.
2. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF
Re: Secretarial Audit Report of even date is to be read along with this letter. EMPLOYEES FOR THE FINANCIAL YEAR 2021-2022; AND
1. Maintenance of secretarial records is the responsibility of the management. Our responsibility is to express an opinion 3. THE PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR, CHIEF
on these secretarial records based on our audit. FINANCIAL OFFICER, CHIEF EXECUTIVE OFFICER, COMPANY SECRETARY OR MANAGER,
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the DURING THE FINANCIAL YEAR 2021-2022
correctness of the contents of the secretarial records, The verification was done on test-check basis to ensure that
Percentage
correct facts are reflected in secretarial records, We believe that the process and practices, we followed provide Remuneration for
increase/(decrease) Ratio to median
a reasonable basis for our opinion. Sr. the financial year
Name Designation in remuneration in remuneration
No. 2021-2022
the financial year (in times)
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. (in ` million)
2021-2022(%)
4. Wherever required, we have obtained management representation about the compliance of laws, rules and regulations Non-Executive Directors*
and happening of events, etc. 1. Ms. Anita Ramachandran Independent Director 2.0 100% 2.6
5. The compliance of the provisions or corporate and other applicable laws, rules, regulations, standards, is the (refer note 1)
responsibility of management. Our examination was limited to the verification of procedures on test-check basis. 2. Ms. Alpana Parida Independent Director 1.0 (33%) 1.3
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy (refer note 2)
or effectiveness with which the management has conducted the affairs of the Company. 3. Mr. Pradeep Parameswaran Independent Director 0.5 (refer note 3) 0.6
4. Mr. Seshashayee Sridhara Independent Director 0.5 (refer note 4) 0.6
5. Ms. Milind Sarwate Independent Director 3 (refer note 5) 3.8
SAP & Associates
Executive Directors
Company Secretaries 6. Ms. Falguni Nayar Executive Chairperson, 20.7 (78%) 26.5
Managing Director and Chief (refer note 6)
• Support Armed forces welfare (B) Details of CSR amount spent against ongoing projects for the financial year:
• Support to Research & technology Amount Mode of Implementation
Item from
• Protection of National heritage the list of Local Location of the Amount Amount transferred to Mode Through Implementing
Project spent of
• Promote Sports Sr. Name of activities in area allocated in the current unspent CSR Implementation - Agency
the Project for
3. WEB-LINK WHERE COMPOSITION OF CSR COMMITTEE, CSR POLICY AND CSR PROJECTS (C) Details of CSR amount spent against other than ongoing projects for the financial year:
APPROVED: Item from the Local Location of the Amount Mode of Mode of Implementation Through
https://www.nykaa.com/media/wysiwyg/2021/Investors-Relations/pdfs/10-11/CSR-Policy.pdf Sr. Name of the list of activities area Project Implementation Implementing Agency
spent for
- Direct
No. Project in Schedule VII (Yes the project CSR Registration
(Yes/No)
4. DETAILS OF IMPACT ASSESSMENT OF CSR PROJECTS CARRIED OUT IN PURSUANCE OF SUB-RULE to the Act / No) State District (in `) Name
Number
3) OF RULE 8 OF THE COMPANIES (CORPORATE SOCIAL RESPONSIBILITY POLICY) RULES, 2014, IF 1 Covid Relief Promoting Yes PAN India 25,00,000 No Give India CSR00000389
APPLICABLE (ATTACH THE REPORT): health Foundation
Not Applicable for the financial year under review care
including
preventive
5. DETAILS OF THE AMOUNT AVAILABLE FOR SET OFF IN PURSUANCE OF SUB-RULE (3) OF RULE 7 health care
OF THE COMPANIES (CORPORATE SOCIAL RESPONSIBILITY POLICY) RULES, 2014 AND AMOUNT
REQUIRED FOR SET OFF FOR THE FINANCIAL YEAR, IF ANY: (D) AMOUNT SPENT IN ADMINISTRATIVE OVERHEADS: Nil
NIL
(E) AMOUNT SPENT ON IMPACT ASSESSMENT, IF APPLICABLE: Not Applicable
6. AVERAGE NET PROFIT OF THE COMPANY AS PER SECTION 135(5): (F) TOTAL AMOUNT SPENT FOR THE FINANCIAL YEAR (8B+8C+8D+8E)
` 22,05,37,333/-
Amount (in `)
7. (A) TWO PERCENT OF AVERAGE NET PROFIT OF THE COMPANY AS PER SECTION 135(5): 8(b) -
` 44,10,747/- 8(c) 29,00,000
8(d) -
(B) SURPLUS ARISING OUT OF THE CSR PROJECTS OR PROGRAMMES OR ACTIVITIES OF THE 8(e) -
PREVIOUS FINANCIAL YEARS:
Total 29,00,000
Nil
(G) EXCESS AMOUNT FOR SET OFF, IF ANY: Not Applicable
(C) AMOUNT REQUIRED TO BE SET OFF FOR THE FINANCIAL YEAR, IF ANY:
Nil 9. (A) DETAILS OF UNSPENT CSR AMOUNT FOR THE PRECEDING THREE FINANCIAL YEARS:
Nil
(D) TOTAL CSR OBLIGATION FOR THE FINANCIAL YEAR (7A+7B-7C):
` 44,10,747 (B) DETAILS OF CSR AMOUNT SPENT IN THE FINANCIAL YEAR FOR ONGOING PROJECTS OF
THE PRECEDING FINANCIAL YEAR(S):
8. (A) CSR AMOUNT SPENT OR UNSPENT FOR THE FINANCIAL YEAR: Not Applicable
Amount Unspent (in `)
10. IN CASE OF CREATION OR ACQUISITION OF CAPITAL ASSET, FURNISH THE DETAILS RELATING TO
Total Amount Spent for the
Total Amount transferred to Unspent CSR Amount transferred to any fund specified under Schedule VII as per THE ASSET SO CREATED OR ACQUIRED THROUGH CSR SPENT IN THE FINANCIAL YEAR:
Financial Year
Account as per Section 135(6). second proviso to Section 135(5).
There was no creation or acquisition of capital asset through CSR spent in the financial year
Amount Date of transfer Name of the fund Amount Date of transfer
` 29,00,000 ` 15,11,000 April 05, 2022 N.A. N.A. N.A. 11. SPECIFY THE REASON(S), IF THE COMPANY HAS FAILED TO SPEND TWO PER CENT OF THE
AVERAGE NET PROFIT AS PER SECTION 135(5):
During the year under review, the Company along with its wholly owned subsidiary Company i.e. Nykaa E-Retail
P ivate Limited (“Nykaa E-Retail”) has entered into a Memorandum of A) for implementing a project to enhance the education and research in entrepreneurship through establishment of a
r Understanding with Indian Institute of Management, Ahmedabad (IIM- “Practitioner Chair in Entrepreneurship” (“Entrepreneurship Chair”), created exclusively for
undertaking CSR activities, at IIM-A and conduct of other activities towards enhancing the overall education and
mentorship of entrepreneurs/potential entrepreneurs (“ hereinafter referred as Project”). BUSINESS RESPONSIBILITY REPORT
In terms of the Memorandum of Understanding executed between the Company, Nykaa E-Retail (the Company
and Nykaa E-Retail are collectively referred as “Nykaa”) and IIM-A, Nykaa will extend support to the multi-year
ongoing “Project” as a fresh initiative under the current CSR initiatives, by way of donation to the extent of up to
SECTION A: GENERAL INFORMATION ABOUT 5. List of activities in which CSR expenditure has
`2,00,00,000/-. The period of “Project” is of three years. During the year under review, the Company made THE COMPANY been incurred:
an initial contribution of `4,00,000/- towards the “Project”.
1. Corporate Identity Number (CIN) of the a) During the second wave of the COVID-19
The balance amount of `15,11,000/- has been transferred to a separate bank account as unspent and committed to Company: L52600MH2012PLC230136 pandemic, the Company provided medical
IIM-A for the “Project”. IIM-A and Nykaa are in the process of finalising the scope of the constituted “Entrepreneurship essentials such as N-95 masks, PPE kits,
Chair”, further to which the remaining amount will be transferred to IIM-A. This is approved by the CSR 2. Name of the Company: FSN E-Commerce
sanitisers, and pulse oximeters to hospitals in
Committee and the Board of Directors and is in compliance with the provisions of Section 135(6) of the Ventures Limited
Maharashtra through the Give India Foundation.
Companies Act, 2013. 3. Registered address: 104, Vasan Udyog Bhavan, b) Indian Institute of Management, Ahmedabad –
Sun Mill Compound, Tulsi Pipe Road, Lower Parel, Promoting Education
Mumbai 400 013, Maharashtra
c) Slum Soccer – Foster sustainable development
Anita Ramachandran Adwaita Nayar
4. Website: https://www.nykaa.com/ within marginalised populations of India
Director Director
5. E-mail id: [email protected]
DIN: 00118188 DIN: 07931382 SECTION C: OTHER DETAILS
(Chairperson – CSR Committee) (Member) 6. Financial Year reported: 2021-22 1. Does the Company have any subsidiary companies?
7. Sector(s) that the Company is engaged in (industrial Following are the direct and indirect subsidiaries of
Mumbai, May 27, 2022 Mumbai, May 27, 2022 activity code-wise): Manufacturing the Company:
8. List three key products/services that the Company a) Direct Subsidiaries
manufactures/provides (as in the balance sheet): • Nykaa E-Retail Private Limited
Beauty and Personal Care • FSN Brands Marketing Private Limited
Fashion • Nykaa-KK Beauty Private Limited
• Nykaa Fashion Private Limited
9. Total number of locations where business activity is
undertaken by the Company • FSN International Private Limited
• FSN Distribution Private Limited
a) Number of International Locations (Provide
details of major 5): The United Arab Emirates • Dot & Key Wellness Private Limited
and the United Kingdom. b) Indirect Subsidiaries
b) Number of National Locations: Pan India (23 • FSN Global FZE
Warehouses, 105 Retail Offices, • Nykaa International UK Limited
Registered office located at Mumbai and
regional office situated at Delhi, Gurgaon, 2. Do the subsidiary Companies participate in the
Bengaluru and Kolkata) BR Initiatives of the parent Company? If yes, then
indicate the number of such subsidiary companies.
10. Markets served by the Company – Local/State/
National/International: Pan India Yes, we have considered FSN E-Commerce Ventures
Limited and its subsidiary Nykaa E-Retail
SECTION B: FINANCIAL DETAILS OF THE Private Limited (‘E-Retail’) for the purpose of
COMPANY business responsibility report, collectively
referred to as ‘Company’ or ‘Nykaa’.
1. Paid-up capital (` ): 474,104,876
3. Do any other entity/entities (e.g., suppliers,
2. Total turnover (` ): 37,739.35 millions (at distributors, etc.) that the Company does business
consolidated level) with, participate in the BR initiatives of the
3. Total profit after taxes (` ): 412.88 millions Company? If yes, then indicate the percentage of
(at consolidated level) such entity/entities? [Less than 30%, 30-60%, More
than 60%]
4. Total spending on Corporate Social Responsibility
(CSR) as a percentage of profit after tax (%): 2% The Company manufactures, imports and sources
of the average net profits of the Company beauty products from manufacturers and
made during the three immediately preceding authorised distributors to deliver authentic and
financial years (including E-Retail) i.e., ` genuine products to its customers and eliminates
1,37,84,680 out of which ` 49,86,000 is unspent risk of counterfeit products. The Company’s
and transferred to Unspent CSR Account as per agreements / contracts addresses areas like Code of
Section 135(6) of the Companies Act, 2013. Ethical Purchasing, Anti- bribery, and Compliance of
laws regulations which our suppliers are obliged to
adhere strictly.
166 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 167
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WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
SVIEBNILTITUYRREESPLOIMRITTED WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
SECTION D: BR INFORMATION
b) If the answer to the question at serial number 2.1. against any principle, is ‘No’, please explain why: (Tick
1. Details of Director/Directors responsible for BR up to 2 options)
4. What is your Company’s direct contribution to community development projects - Amount in ` and the
details of the projects undertaken? e) Has the policy been formally communicated e) Has the policy been formally communicated
to all relevant internal and external to all relevant internal and external
The total amount spent on all CSR activities and projects by the Company during the FY 2021-22 was stakeholders? stakeholders?
` 1,37,84,680 out of which ` 49,86,000 is unspent and transferred to Unspent CSR Account as per
The policy is available on the Company’s website Yes, the policy has been communicated to the
Section 135(6) of the Companies Act, 2013. The details of the project undertaken are as follows:
to make it available for the internal and employees and the code is available on
S.No. Project Details of projects undertaken Amount (` )
external stakeholders. Also, it is available on the Company’s website to make it available for
the Human Resource Management System the internal and external stakeholders
(HRMS) (an
1 Give India During the second wave of the pandemic, the Company provided internal portal).
medical essentials such as N-95 masks, PPE kits, sanitisers, 75,00,000
f) Does the Company have an in-house structure
and pulse oximeters to hospitals in Maharashtra through the f) Does the Company have an in-house structure
to implement the policy/ policies?
GiveIndia to implement the policy/ policies?
Foundation. Periodic reviews are conducted to ensure the Periodic reviews are conducted to ensure the
2 Krida Vikas Sanstha Teaching kids in municipal schools in Nagpur mathematics through 500,000 implementation of the code.
sports. About 250 children from 1st to 4th Standard. Activities to be implementation of the policy.
delivered during PE. (through E-Retail) g) Does the Company have a grievance redressal
g) Does the Company have a grievance redressal
3 Indian Institute Cultivating Entrepreneurship through education 8,00,000 mechanism related to the policy/ policies to mechanism related to the policy/ policies to
of
Management, Ahmedabad address stakeholders’ grievances related to
address stakeholders’ grievances related to
5. Have you taken steps to ensure that this Nomination and Remuneration Committee and Audit
community development initiative is 4. Did your Company carry out any consumer survey/ Committee oversees the implementation of the the policy/ policies?
successfully adopted by the community? Please consumer satisfaction trends? policy. Yes, stakeholders can report their grievances via
explain in 50 words, or so. In our ongoing endeavor to understand our the whistle-blower mechanism.
The Company has partnered with credible consumers’ core needs, Nykaa leverages
various consumer satisfaction metrics like Net h) Has the Company carried out an independent
organisations and implementation partners for its
Promoter Score survey to capture and subsequently audit/ evaluation of the working of this policy
various CSR initiatives. Community collaboration is an
address any divergence in customer requirements by an internal or external agency?
important pillar in Nykaa’s mission for inclusivity
and the Company consistently works towards and satisfaction. The Company has conducted an audit to evaluate
identifying their needs and areas to foster the policy.
development from the grass root level. ANNEXURE I: PRINCIPLE-WISE (AS PER NVGS)
BR POLICY/POLICIES 2. Code of Conduct for Board and Senior
Principle 9: Businesses should engage with and provide Management: (Aligns with Principle 1)
value to their customers and consumers in a responsible 1. Anti-Corruption and Anti-Bribery Policy: (Aligns
manner with Principle 1) a) Has the policy been formulated in consultation
with the relevant stakeholders?
a) Has the policy been formulated in consultation
1. What percentage of customer complaints/ The code was formulated in consultation with
with the relevant stakeholders?
consumer cases are pending as of the end of the the NRC committee, Board of Directors,
financial year? The policy was formulated in consultation with and Functional Heads.
the relevant stakeholders across the organisation
No customer complaints/consumer cases are pending
including the Nomination and b) Does the policy conform to any National/
as of the end of the financial year.
Remuneration Committee (NRC) and Audit international standards? If yes, specify? (50
Committee. words)
2. Does the Company display product information
on the product label, over and above what is The code conforms to the Companies Act,
b) Does the policy conform to any National/
mandated as per local laws? Yes/No/N.A. 2013 and SEBI LODR Regulations, 2015
international standards? If yes, specify? (50
/ Remarks (additional information) (as amended).
words)
Yes, the Company ensures that each of its products is
The policy conforms to the Prevention of c) Has the policy been approved by the Board?
labeled according to labelling requirements as per all
Corruption Act, 1998. Is yes, has it been signed by MD/ owner/
applicable regulations and laws.
CEO/ appropriate Board Director?
c) Has the policy been approved by the Board?
3. Is there any case filed by any stakeholder against The code has been approved by the board
Is yes, has it been signed by MD/ owner/
the Company regarding unfair trade practices, and has been signed by the concerned Board
CEO/ appropriate Board Director?
irresponsible advertising, and/or anti-competitive of Directors.
behavior during the last five years and pending The policy has been approved by the
as of the end of the financial year? If so, provide board and has been signed by the concerned d) Does the Company have a specified
details thereof, in about 50 words or so. Board of Directors. committee of the Board/ Director/ Official to
No, the Company hasn’t received any case oversee the implementation of the policy?
d) Does the Company have a specified
(i.e. litigation) filed against the Company regarding The NRC committee oversees the
committee of the Board/ Director/ Official to
unfair trade practices or irresponsible advertising or implementation of the code.
oversee the implementation of the policy?
anti- competitive behavior during the period.
the policy/ policies? 3. Code of Practices and Procedures b) Does the policy conform to any Director?
Stakeholders can report their grievances via the for Fair Disclosure of UPSI: (Aligns National/ international standards? If yes, The code has been approved by the
whistle-blower mechanism. with Principle 1) specify? (50 words) board and has been signed by the concerned
a) Has the policy been formulated in The code conforms to the Companies Board of Directors.
h) Has the Company carried out an independent consultation with the relevant Act, 2013 and SEBI LODR Regulations,
audit/ evaluation of the working of this 2015 (as amended). d) Does the Company have a specified
stakeholders?
policy by an internal or external agency? committee of the Board/ Director/ Official to
The code was formulated in c) Has the policy been approved by the oversee the implementation of the policy?
The Company has conducted an audit to consultation with the Board of
evaluate the working of the code. Board? Is yes, has it been signed by MD/ Board of Directors and Audit Committee
Directors, and Audit Committee. owner/ CEO/ appropriate Board oversees the implementation of the code.
g) Does the Company have a grievance redressal h) Has the Company carried out an independent 19. Remuneration Policy for Directors KMP and 20. CSR Policy (Aligns with Principles 8)
mechanism related to the policy/ policies to audit/ evaluation of the working of this policy other employees (Aligns with Principles 3)
address stakeholders’ grievances related to by an internal or external agency? a) Has the policy been formulated in consultation
the policy/ policies? The Company reviews the policy from a) Has the policy been formulated in consultation with the relevant stakeholders?
time to time. with the relevant stakeholders?
Employees can report their grievances via the The policy was formulated in consultation with
whistle-blower mechanism The policy was formulated in consultation with the CSR committee and Board of Directors
18. Policy on Board Diversity (Aligns with Principles 3) the NRC and Board of Directors.
h) Has the Company carried out an independent b) Does the policy conform to any National/
audit/ evaluation of the working of this policy a) Has the policy been formulated in consultation
b) Does the policy conform to any National/ international standards? If yes, specify? (50
by an internal or external agency? with the relevant stakeholders?
international standards? If yes, specify? (50 words)
The Company has not conducted any audit to The policy was formulated in consultation with words)
the NRC and Board of Directors. The policy conforms to Section 135 of the
evaluate the working of the policy. The Company The policy confirms the Companies Act, Companies Act, 2013.
reviews the policy from time to time. b) Does the policy conform to any National/ 2013 and SEBI LODR Regulations, 2015
international standards? If yes, specify? (50 (as amended). c) Has the policy been approved by the Board?
17. Employee Grievance Redressal Policy (Aligns words)
with Principles 3) Is yes, has it been signed by MD/ owner/
c) Has the policy been approved by the Board? CEO/ appropriate Board Director?
The policy confirms the Companies Act
a) Has the policy been formulated in consultation Is yes, has it been signed by MD/ owner/
2013 and SEBI LODR Regulations 2015. The policy is approved and signed by the CHRO
with the relevant stakeholders? CEO/ appropriate Board Director?
c) Has the policy been approved by the Board? The policy has been approved by the
The policy was formulated by considering d) Does the Company have a specified
Is yes, has it been signed by MD/ owner/ board and has been signed by the concerned
industry practice, employee feedback, HR committee of the Board/ Director/ Official to
CEO/ appropriate Board Director? Board of Directors.
business partners, and HR head oversee the implementation of the policy?
The policy has been approved by the
d) Does the Company have a specified CSR and Environment, Social and
b) Does the policy conform to any National/ board and has been signed by the concerned
committee of the Board/ Director/ Official to Governance (ESG) Committees oversees the
international standards? If yes, specify? (50 Board of Directors.
oversee the implementation of the policy? implementation of the policy.
words)
d) Does the Company have a specified NRC (Nomination and Remuneration
The policy is in line with best practices in committee of the Board/ Director/ Official to e) Has the policy been formally communicated
the industry Committee) oversees the implementation
oversee the implementation of the policy? of the policy. to all relevant internal and external
c) Has the policy been approved by the Board? NRC (Nomination and Remuneration stakeholders?
Is yes, has it been signed by MD/ owner/ Committee) oversees the implementation e) Has the policy been formally communicated Yes, the policy is available on the Company’s
CEO/ appropriate Board Director? of the policy. to all relevant internal and external website to make it available for the
The policy is approved and signed by the CHRO. stakeholders? internal and external stakeholders and also
e) Has the policy been formally communicated The policy is available on the Company’s available on internal employee (HRMS)
d) Does the Company have a specified to all relevant internal and external website to make it available for the internal portal.
committee of the Board/ Director/ Official to stakeholders? and external stakeholders.
oversee the implementation of the policy? The policy is available on the Company’s f) Does the Company have an in-house structure
Human Resource function oversees the website to make it available for the internal f) Does the Company have an in-house structure to implement the policy/ policies?
implementation of the policy and external stakeholders. to implement the policy/ policies? The Company has formulated the
Periodic reviews are conducted to ensure the following Standard Operating Procedure (SOP)
e) Has the policy been formally communicated f) Does the Company have an in-house structure
implementation of the policy. aligning it with the CSR Policy of the Company.
to all relevant internal and external to implement the policy/ policies?
The SOP consists of key steps such as
stakeholders? Periodic reviews are conducted to ensure the identification of the
The policy is made available on the implementation of the policy.
HRMS portal (an internal portal). A refresher
session is organised after every 6 months for
employees to communicate the policy to
them.
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ARE
Key audit matters How our audit addressed the key audit matter the audit or otherwise appears to be materially misstated. could reasonably be expected to influence the economic
Impairment of investments in and loans to subsidiaries (refer Note 7, Note 8 and Note 16 in the standalone financial statements) If, based on the work we have performed, we conclude that decisions of users taken on the basis of these standalone
there is a material misstatement of this other financial statements.
The Company has investment of H 3,794.80 million in subsidiaries Our audit procedures included the following: information, we are required to report that fact. We
and has outstanding loans receivables of H 5,080.51 million from • We obtained the audited financial statements of subsidiaries As part of an audit in accordance with SAs, we exercise
have nothing to report in this regard.
subsidiaries as at March 31, 2022 (as described in Note 7, Note 8 from the management and assessed impairment indicators in professional judgment and maintain professional skepticism
and Note 16 of standalone financial statements). accordance with Ind AS 36. When we read the Annual report other than Director’s throughout the audit. We also:
• Assessed the Company’s valuation methodology applied in report, if we conclude that there is a material misstatement
As per requirement of Ind AS 36 “Impairment of assets”, the • Identify and assess the risks of material misstatement
determining the recoverable amount. therein, we are required to communicate the matter to
management reviews at each reporting period whether there are of the standalone financial statements, whether due
those charged with governance and determine the actions
any indicators of impairment of the investments in subsidiaries and • Assessed the assumptions used in determining cash to fraud or error, design and perform audit procedures
flow forecasts, discount rates, expected growth rates and under the applicable laws and regulations.
where impairment indicators exist, such investments are tested for responsive to those risks and obtain audit evidence
terminal growth rates used. that is sufficient and appropriate to provide a basis
impairment using discounted cash-flow models by which recoverable Responsibilities of Management for the standalone
value of each investment is compared to the carrying value as at • Where the Company used the work of an external specialist, for our opinion. The risk of not detecting a material
we assessed competence, professional qualification, objectivity financial statements
balance sheet date. A deficit between the recoverable value/ value in misstatement resulting from fraud is higher than for
and independence of such specialist. We obtained and read the The Company’s Board of Directors is responsible for the one resulting from error, as fraud may involve collusion,
use and the carrying value would result in impairment.
report of external specialist to understand the work performed matters stated in Section 134(5) of the Act with respect forgery, intentional omissions, misrepresentations, or
The value in use of the underlying businesses is determined based on on testing of key assumptions and estimates and their outcome to the preparation of these standalone financial statements the override of internal control.
the discounted cash flow projections. Discounted cash flow model has of testing. that give a true and fair view of the financial
significant judgment and estimation in respect of cash flow forecasts • Involved our internal valuation specialist to evaluate the position, financial performance including other • Obtain an understanding of internal control relevant
and discount rate. Changes in certain methodologies and assumptions adequacy of the assumptions used in impairment analysis. comprehensive income, cash flows and changes in equity to the audit in order to design audit procedures that
can lead to significant changes in the assessment of the recoverable • We assessed the recoverable value headroom by performing of the Company in accordance with the accounting are appropriate in the circumstances. Under
value. sensitivity testing of key assumptions used. principles generally accepted in India, including the Section 143(3)(i) of the Act, we are also
Indian Accounting Standards (Ind AS) specified under responsible for expressing our opinion on whether
Due to the level of judgements involved in the assumptions used • Discussed the budgeted and actual performance for the year
the Company has adequate internal financial
to evaluate the inputs and assumptions used in the cash flow Section 133 of the Act read with the Companies (Indian
for computation of recoverable amount/ value in use, the controls with reference to financial statements in
forecasts. Accounting Standards) Rules, 2015, as amended. This
impairment assessment of the Company’s interest in certain place and the operating effectiveness of such
responsibility also includes maintenance of adequate
subsidiaries including loans given, is determined to be a key audit • Tested the arithmetical accuracy of the computation of
controls.
recoverable amount. accounting records in accordance with the provisions of
matter in our audit of the standalone financial statements.
• We assessed the disclosures provided by the Company
the Act for safeguarding of the assets of the • Evaluate the appropriateness of accounting policies
in relation to its annual impairment test in notes to the Company and for preventing and detecting frauds and used and the reasonableness of accounting estimates
standalone other irregularities; selection and application and related disclosures made by Management.
financial statements. of appropriate accounting policies; making judgments and
Put arrangements over non- controlling interests (Refer Note 22 in the standalone financial statements) estimates that are reasonable and prudent; and the • Conclude on the appropriateness of Management’s
design, use of the going concern basis of accounting and
The Company has acquired 51% shareholding of Dot & Key Wellness Our audit procedures included the following: implementation and maintenance of adequate internal
financial controls, that were operating effectively based on the audit evidence obtained, whether
Private Limited (‘D&K’) on September 28, 2021. The a material uncertainty exists related to events
• We have, amongst others, read the shareholders’ agreement and for ensuring the accuracy and completeness of the
promoter shareholders of D&K have put option for acquisition of or conditions that may cast significant doubt on
share subscription and purchase agreement, and other related accounting records, relevant to the preparation and
incremental stake up to 49% by the Company at a value to be documents to obtain an understanding of the transactions the Company’s ability to continue as a going
presentation of the standalone financial statements that
determined as per the terms of shareholders’ agreement for and the key terms and conditions. concern. If we conclude that a material uncertainty
give a true and fair view and are free from material
consideration not exceeding exists, we are required to draw attention in our
`1,530 million. The fair value of put option as at March 31, 2022 is
• Read the valuation report for the purchase price misstatement, whether due to fraud or error.
allocation. We evaluated the qualifications and objectivity of auditors’ report to the related disclosures in the
` 242.40 million. the experts engaged by the Company to perform the put In preparing the standalone financial statements, standalone financial statements or if such
option valuation. Management is responsible for assessing the Company’s disclosures are inadequate, to modify our opinion.
In accordance with Ind AS 109, the put option value is required to
ability to continue as a going concern, disclosing, Our conclusions are based on the audit evidence
be fair valued at each reporting date. The inputs to the put option • We assessed management assumptions in respect of future
sales growth rate and discount rate used in valuation. as applicable, matters related to going concern and using obtained up to the date of our auditors’ report.
valuation include projected revenue growth, budgeted operating
We involved our valuation specialists to assist in evaluating the the going concern basis of accounting unless However, future events or conditions may cause the
margins and operating cash-flows, pre-tax discount rates and terminal
key assumptions and methodologies used in the valuation. Management either intends to liquidate the Company to cease to continue as a going
value.
• We assessed the disclosures made in the Standalone financial Company or to cease operations or has no realistic concern.
We considered the audit of this put arrangement to be a key audit alternative but to do so.
statements.
matter as this is a significant non routine transaction during the • Evaluate the overall presentation, structure and
year and it requires significant management judgement regarding Those Board of Directors are also responsible for overseeing content of the standalone financial
the estimated revenue and EBITDA of future years including the the Company’s financial reporting process. statements, including the disclosures and whether
fair the standalone
valuation of put option liability financial statements represent the underlying
Auditors’ Responsibilities for the Audit of the transactions and events in a manner that achieves
Information Other than the Financial Statements and Standalone financial statements fair presentation.
Our objectives are to obtain reasonable assurance about
Auditors’ Report Thereon auditor’s report, and the Annual report other than Our opinion on the standalone financial statements does not such other information is materially inconsistent with the financial
The Company’s Board of Directors is responsible for the Director’s report , which is expected to be made cover the other information and we do not express any form of statements or our knowledge obtained in
other information. The other information comprises the available to us after that date assurance conclusion thereon.
Director’s report but does not include the In connection with our audit of the standalone financial
standalone financial statements and our auditors’ statements, our responsibility is to read the other
report thereon, which we obtained prior to the date of this information identified above and, in doing so, consider whether
whether the standalone financial statements as a whole with SAs will always detect a material We communicate with those charged with governance control that we identify during our audit.
are free from material misstatement, whether due to fraud misstatement when it exists. Misstatements can regarding, among other matters, the planned scope We also provide those charged with governance with a
or error and to issue an auditors’ report that includes our arise from fraud or error and are considered and timing of the audit and significant audit findings, statement that we have complied with relevant ethical
opinion. Reasonable assurance is a high level of assurance material if, individually or in the aggregate, they including any significant deficiencies in internal requirements regarding independence and to communicate
but is not a guarantee that an audit conducted in accordance
Annexure 1 referred to in paragraph [1] under Report on Other Legal and Regulatory Requirements of our report of Value as per
even date For each class of current asset as at quarter ended Value as per books quarterly return/ Discrepancy
statement
Re: FSN E-Commerce Ventures Limited (the “Company”)
Trade receivable, Advance to Supplier, Other
In terms of the information and explanations sought by us and given by the Company and the books of account and Receivable
records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that: 485.98 355.91 130.07
HDFC Bank
Inventory
(i) (a) (A) The Company has maintained proper requirement to report on clause 3(i)(d) of Citibank, Kotak Bank, HDFC Bank 401.38 396.19 5.19
records showing full particulars, including the Order is not applicable to the Company.
Advances to supplier
quantitative details and situation of
Property, Plant and Equipment, (e) According to the information and explanations Citibank, Kotak Bank 84.32 29.61 54.71
except for quantitative and given to us and on the basis of our
December 31, 2021:
description details of additions made examination of the records of the Company,
there are no proceedings initiated or are Trade receivable, Other Receivable
during the year. The Company is in
pending against the Company for holding any HDFC Bank 492.97 482.05 10.92
the process of updating quantitative
and description details of additions benami property under the Prohibition of Benami Inventory
during the year. Property Transactions Act, 1988 and rules 507.97 601.39 (93.42)
Citibank, Kotak Bank, HDFC Bank
made thereunder and accordingly, the
(B) The Company has maintained proper records requirement to report on clause 3(i)(c) of March 31, 2022:
showing full particulars of intangibles the Order is not applicable to the Inventory
assets. Company. Citibank, Kotak Bank 725.45 760.91 (35.46)
(b) All Property, Plant and Equipment have not been (ii) (a) The management has conducted physical HDFC Bank 725.45 723.33 2.12
physically verified by the management during verification of inventory at reasonable intervals
#Note : Kotak Bank, Citibank, HDFC Bank referred in the above in the table are for Kotak Mahindra Bank Limited, Citibank N.A., HDFC
the year but there is a regular programme during the year. In our opinion the Bank Limited
of verification in a phased manner over a period coverage and the procedure of such
of three years which, in our opinion, is verification by the management is appropriate. (iii) (a) During the year, the Company has provided loans and stood guarantees to its subsidiaries as follows:
reasonable having regard to the size of the Discrepancies were less than 10% in
(` in Million)
Company and the nature of its assets. Pursuant /aggregate for each class of inventory and
to the programme, some property, plant and have been properly dealt with in the books of
equipment were physically verified during account.
the year. No material discrepancies were
(b) As disclosed in note 24 to the standalone
noticed on such verification.
financial statements, the Company has been
(c) There is no immovable property (other sanctioned working capital limits in excess of
than properties where the Company is the
lessee
Particulars Guarantees Loans
Aggregate amount granted/ provided during the year 500.00 5,610.00
Balance outstanding as at March 31, 2022 in respect of above cases 3,540.00 5,238.65
and the lease agreements are duly executed ` five crores in aggregate from banks
in favour of the lessee), held by the Company During the year, the Company has not or extended or fresh loans granted to
and/or financial institutions during the year on
and accordingly, the requirement to report on provided security to companies, firms, Limited settle the overdues of existing loans given
the basis of security of current assets of the
clause 3(i)(c) of the Order is not applicable Liability Partnerships or any other parties. to the same parties.
Company. Based on the records examined
to the Company. by us in the normal course of audit of the (b) During the year, the investments made, (f) The Company has not granted any loans
standalone financial statements, the quarterly guarantees provided and the terms and conditions or advances in the nature of loans, either
(d) The Company has not revalued its
returns/statements filed by the Company of the grant of all loans and guarantees to repayable on demand or without specifying any
Property, Plant and Equipment (including
with such banks and financial institutions its subsidiaries are not prejudicial to the terms or period of repayment to companies.
Right of use assets) or intangible assets
are not in agreement with the books of Company’s interest. During the year, the Accordingly, the requirement to report on
during the year ended March 31, 2022 and
accounts of the Company and the details are Company has not provided security to clause 3(iii)(f) of the Order is not applicable
accordingly, the
as follows: companies, firms, Limited Liability to the Company.
Partnerships or any other parties. (iv) In our opinion and according to the information and
Accordingly, the requirement to report on explanations given to us, provisions of section 185
(` in Million)
clause 3(iii)(b) of the Order in respect of and 186 of the Act in respect of loans to entities in
security given
Value as per is not applicable to the Company. which directors are interested and in respect of loans
For each class of current asset as at quarter ended Value as per books quarterly return/ Discrepancy (c) The Company has granted loans during the
statement
and advances given, investments made, guarantees
year to its subsidiaries where the schedule of and securities given have been complied with by
June 30, 2021:
repayment of principal and payment of interest the Company. The Company has not advanced
Trade Receivables and advance to Supplier has been stipulated and the repayment or loans to directors to which provisions of section
Kotak Bank, HDFC Bank, Citibank 463.45 416.60 46.85 receipts are regular. 185 of the Act apply and hence not commented
Inventory upon.
(d) There are no amounts of loans and advances in
Kotak Bank, HDFC Bank, Citibank 351.43 373.83 (22.40) the nature of loans granted to companies, firms, (v) The Company has neither accepted any deposits
September 30, 2021: limited liability partnerships or any other from the public nor accepted any amounts which
parties which are overdue for more than ninety are deemed to be deposits within the meaning of
Trade receivable, Other Receivable
days. sections 73 to 76 of the Act and the rules made
Citibank, Kotak Bank 401.67 306.58 95.09 thereunder, to the extent applicable. Accordingly,
(e) There were no loans or advance in the nature
the requirement to report on clause 3(v) of the
of loan granted to companies which was fallen
Order is not applicable to the Company.
due during the year, that have been renewed
Annexure 2 to the Independent Auditors’ Report of even date on the Standalone Financial Statements of FSN
E-Commerce Ventures Limited Inherent Limitations of Internal Financial Controls Opinion
Over Financial Reporting With Reference to In our opinion, the Company has, in all material
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Standalone financial statements respects, adequate internal financial controls over financial
Act, 2013 (“the Act”) Because of the inherent limitations of internal financial reporting with reference to these standalone financial
controls over financial reporting with reference to these statements and such internal financial controls over
financial reporting with
We have audited the internal financial controls standalone financial statements, including the possibility reference to these standalone financial statements were
over financial reporting of FSN E-Commerce Ventures standalone financial statements and their of collusion or improper management override of controls, operating effectively as at March 31, 2022, based on the
Limited (“the Company”) as of March 31, 2022 in operating effectiveness. Our audit of internal financial material misstatements due to error or fraud may occur internal control over financial reporting criteria established
conjunction with our audit of the standalone financial controls over financial reporting included obtaining an and not be detected. Also, projections of any evaluation by the Company considering the essential components of
statements of the Company for the year ended on that understanding of internal financial controls over of the internal financial controls over financial reporting internal control stated in the Guidance Note issued
date. financial reporting with reference to these standalone with reference to standalone financial statements to future by the ICAI.
financial statements, assessing the risk that a material periods are subject to the risk that the internal financial
Management’s Responsibility for Internal Financial weakness exists, and testing and evaluating the design and control over financial reporting with reference to these
Controls operating effectiveness of internal control based on the standalone financial statements may become inadequate
The Company’s Management is responsible for establishing assessed risk. The procedures selected depend on the because of changes in conditions, or that the degree of
and maintaining internal financial controls based on the auditor’s judgement, including the assessment of the risks compliance with the policies or procedures may deteriorate.
internal control over financial reporting criteria established of material misstatement of the standalone financial
by the Company considering the essential components of statements, whether due to fraud or error.
internal control stated in the Guidance Note on Audit of We believe that the audit evidence we have obtained is
Internal Financial Controls over Financial Reporting issued sufficient and appropriate to provide a basis for our audit For S.R. Batliboi & Associates LLP For V. C. Shah & Co.
by the Institute of Chartered Accountants of India (“ICAI”). opinion on the Company’s internal financial controls Chartered Accountants Chartered Accountants
These responsibilities include the design, implementation over financial reporting with reference to these ICAI Firm Registration Number: ICAI Firm Registration Number:
and maintenance of adequate internal financial controls standalone financial statements. 101049W/E300004 109818W
that were operating effectively for ensuring the orderly
and efficient conduct of its business, including adherence Meaning of Internal Financial Controls Over Financial per Vineet Kedia per A. N. Shah
to the Company’s policies, the safeguarding of its Reporting With Reference to these Standalone Partner Partner
assets, the prevention and detection of frauds and financial statements Membership Number: 212230 Membership Number: 42649
errors, the accuracy and completeness of the accounting UDIN: 22212230AJTA05925 UDIN: 22042649AJTTOS2704
records, and the timely preparation of reliable financial A Company's internal financial control over
financial reporting with reference to these Place: Mumbai Place: Mumbai
information, as required under the Act. Date: May 27, 2022 Date: May 27, 2022
standalone financial statements is a process designed
Auditors’ Responsibility to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial
Our responsibility is to express an opinion on the Company's statements for external purposes in accordance with
internal financial controls over financial reporting generally accepted accounting principles. A Company's
with reference to these standalone financial statements internal financial control over financial reporting with
based on our audit. We conducted our audit in reference to these standalone financial statements
accordance with the Guidance Note on Audit of Internal includes those policies and procedures that (1) pertain to
Financial Controls Over Financial Reporting (the the maintenance of records that, in reasonable
“Guidance Note”) and the Standards on Auditing, as detail, accurately and fairly reflect the transactions
specified under Section 143(10) of the Act, to the extent and dispositions of the assets of the Company;
applicable to an audit of internal financial controls, both (2) provide reasonable assurance that transactions are
issued by ICAI. Those Standards and the Guidance Note recorded as necessary to permit preparation of financial
require that we comply with ethical requirements and statements in accordance with generally accepted
plan and perform the audit to obtain reasonable accounting principles, and that receipts and expenditures
assurance about whether adequate internal financial of the Company are being made only in
controls over financial reporting with reference to these accordance with authorizations of management and
standalone financial statements was established and directors of the Company; and (3) provide reasonable
maintained and if such controls operated effectively in all assurance regarding prevention or timely detection of
material respects. unauthorized acquisition, use, or disposition of the
Our audit involves performing procedures to obtain audit Company's assets that could have a material effect on the
evidence about the adequacy of the internal financial financial statements.
controls over financial reporting with reference to these
194 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 195
STANDALONE
WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
Conversion of Optionally Convertible Redeemable Preference Shares ('OCRPS')(1) 450,528 4.51 Addition during the year 1.50 8,983.60 - - - 143.06 - 9,128.16
Split of shares(2) 140,111,055 - Shares allotted during the year - (8,982.95) - 76.52 - (76.52) - (8,982.95)
NOTES
NOTES
Forming part of the Financial Statements as at and for the year ended March 31, 2022 Forming part of the Financial Statements as at and for the year ended March 31, 2022
NOTES
NOTES
Forming part of the Financial Statements as at and for the year ended March 31, 2022 Forming part of the Financial Statements as at and for the year ended March 31, 2022
• The technical feasibility of completing the five years. A long-term growth rate is
Impairment losses are recognised in the statement of i.e. slow moving/non-moving prevailing sales prices
intangible asset so that the asset will be available calculated and applied to project future
for use or sale cash flows after the fifth year.
profit and loss. of inventory.
For assets excluding goodwill, an assessment is made at each
• Its intention to complete and its ability and reporting date to determine whether there is an indication f) Leases
intention to use or sell the asset that previously recognised impairment losses no longer The Company assesses at contract inception whether
• How the asset will generate future exist or have decreased. If such indication exists, the a contract is, or contains, a lease. That is, if the
economic benefits Company estimates the asset’s or CGU’s recoverable amount. contract conveys the right to control the use of an
A previously recognised impairment loss is reversed only if identified asset for a period of time in
• The availability of resources to complete the there has been a change in the assumptions used to exchange for consideration.
asset determine the asset’s recoverable amount since the last
• The ability to measure reliably the expenditure impairment loss was recognised. The reversal is limited so Company as a lessee:
during development that the carrying amount of the asset does not exceed its The Company applies a single recognition and
recoverable amount, nor exceed the carrying amount that measurement approach for all leases, except for
Following initial recognition of the would have been determined, net of depreciation, had no
development expenditure as an asset, the asset short-term leases and leases of low-value assets. The
impairment loss been recognised for the asset in prior years. Company recognises lease liabilities to make lease
is carried at cost less any accumulated amortisation Such reversal is recognised in the statement of profit or
and accumulated impairment losses. Amortisation of payments and right-of-use assets representing the
loss unless the asset is carried at a revalued amount, in right to use the underlying assets.
the asset begins when development is complete which case, the reversal is treated as a revaluation
and the asset is available for use. It is amortised increase.
over the period of expected future benefit. i. Right-of-use assets (ROU asset)
Amortisation expense is recognised in the The Company recognises right-of-use assets at
e) Inventory
statement of profit and loss unless such the commencement date of the lease (i.e., the
expenditure forms part of carrying value of Inventories are valued at the lower of cost and net date the underlying asset is available for use).
another asset. During the period of development, the realisable value. Right-of-use assets are measured at cost, less
asset is tested for impairment annually. Costs incurred in bringing each product to its present location any accumulated depreciation and impairment
and condition are accounted for as follows: losses, and adjusted for any remeasurement of
d) Impairment of non-financial assets lease liabilities.
- Raw materials: Cost includes cost of purchase and other
The carrying amounts of assets are reviewed costs incurred in bringing the inventories to their The cost of right-of-use assets includes the
at each balance sheet date. If there is any present location and condition. Cost is determined on amount of lease liabilities recognised, initial
indication of impairment based on internal / first in, first out basis. direct costs incurred, and lease payments made at
external factors, an impairment loss is recognised, or before the commencement date less any
i.e. wherever the carrying amount of an asset - Finished goods and work in progress: Cost lease incentives received.
exceeds its recoverable amount. The recoverable includes cost of direct materials and labour and a
amount is the greater of the assets net selling price proportion of manufacturing overheads based on the Right-of-use assets are depreciated on a straight-
and value in use. Recoverable amount is determined normal operating capacity but excluding borrowing line basis over the shorter of the lease term and
for an individual asset, unless the asset does not costs. Cost is determined on first in, first out basis. the estimated useful lives of the assets, as follows:
generate cash inflows that are largely - Traded goods: Cost includes cost of purchase and other - Right of use for warehouse/office
independent of those from other assets or groups costs incurred in bringing the inventories to their
of assets. When the carrying amount of an asset or 3 to 5 years
present location and condition. Cost is determined on
CGU exceeds its recoverable amount, the asset is first in, first out basis. If ownership of the leased asset transfers to the
considered impaired and is written down to its Company at the end of the lease term or
recoverable amount. Net realisable value is the estimated selling price in the the cost reflects the exercise of a purchase
ordinary course of business, less estimated costs of option, depreciation is calculated using the
In assessing value in use, the estimated future completion necessary to make the sale.
cash flows are discounted to their present value estimated useful life of the asset.
using a pre-tax discount rate that reflects An inventory provision is recognised for cases where the net The right-of-use assets are also subject to
current market assessments of the time value of realisable value is estimated to be lower than the inventory impairment. Refer to the accounting policies in
money and the risks specific to the asset. After carrying value. The net realisable value is estimated taking section (e) Impairment of non-financial assets.
impairment, depreciation is provided on the revised into account various factors, including obsolescence of
carrying amount of the asset over its remaining material due to design change, unserviceable items i.e. ii. Lease liabilities:
useful life. items which cannot be used due to deterioration in quality or
At the commencement date of the lease,
due to shelf life or damaged in storage and ageing of
The Company bases its impairment calculation on the Company recognises lease liabilities
material
most recent budgets and forecast calculations, which measured at the present value of lease payments
are prepared for the Company’s CGUs to which the to be made over the lease term. The lease
individual assets are allocated. These budgets and payments include fixed payments (including in-
forecast calculations generally cover a period of substance fixed
payments) less any lease incentives receivable, In calculating the present value of lease payments resulting from a change in an low value.
variable lease payments that depend on an payments, the Company uses its index or rate used to determine such lease
Lease payments on short-term leases and leases
index or a rate, and amounts expected to be paid incremental borrowing rate at the payments) or a change in the assessment of an
of low-value assets are recognised as expense
under residual value guarantees. The lease lease commencement date because option to purchase the underlying asset.
on a straight-line basis over the lease term.
payments also include the exercise price of the interest rate implicit in the
a purchase option reasonably certain to be lease is not readily determinable. iii. Short term leases and leases of low
Sub-lease
exercised by the Company and payments After the commencement date, the value assets:
of penalties for terminating the lease, if the amount of lease liabilities is increased At the commencement date, the Company recognises
The Company applies the short-term
lease term reflects the Company exercising the to reflect the accretion of interest and assets held under a sub-lease in its balance sheet and
lease recognition exemption to its short-term
option to terminate. Variable lease payments reduced for the lease payments present them as a receivable at an amount equal to
leases of property (i.e., those leases that have a
that do not depend on an index or a rate are made. In addition, the carrying amount the net investment in the lease. The Company uses
lease term of 12 months or less from the
recognised as expenses (unless they are of lease liabilities is remeasured if there the interest rate implicit in the lease to measure the
commencement date and do not contain a
incurred to produce inventories) in the period in is a modification, a change in the net investment in the lease. In case if the interest rate
purchase option). It also applies the lease of low-
which the event or condition that triggers the lease term, a change in the lease implicit in the sublease cannot be readily determined,
value assets recognition exemption to leases
payment occurs. payments (e.g., changes to future the Company being an intermediate lessor uses the
where the underlying asset is considered to be
NOTES
NOTES
Forming part of the Financial Statements as at and for the year ended March 31, 2022 Forming part of the Financial Statements as at and for the year ended March 31, 2022
discount rate used for the head lease (adjusted for asset’s contractual cash flow (FVTOCI) with recycling of cumulative gains
any initial direct costs associated with the characteristics and the Company’s With the exception of trade receivables and losses (debt instruments)
sublease) to measure the net investment in the business model for managing them. that do not contain a significant financing
component or for which the Company has • Financial assets designated at fair value
sublease.
applied the practical expedient, the through OCI with no recycling of
At the commencement date, the lease Company initially measures a financial cumulative gains and losses upon
payments included in the measurement of the net asset at its fair value plus, in the case of a derecognition (equity instruments)
investment in the lease comprise the following financial asset not at fair value through • Financial assets at fair value though profit or
payments for the right to use the underlying asset profit or loss, transaction costs. Trade loss
during the lease term that are not received at the receivables that do not contain a significant
commencement date: financing component or for which the
- fixed payments less any lease incentives payable; Company has applied the practical
expedient are measured at the
- variable lease payments that depend on an index transaction price as disclosed in section
or a rate, initially measured using the index or (i(I)) Revenue from contracts with
rate as at the commencement date; customers.
- any residual value guarantees provided to the In order for a financial asset to be classified
lessor by the lessee, a party related to the lessee and measured at amortised cost or fair
or a third party unrelated to the lessor that value through OCI, it needs to give rise
is financially capable of discharging the to cash flows that are ‘solely payments
obligations under the guarantee; of principal and interest (SPPI)’ on the
principal amount outstanding. This
- the exercise price of a purchase option if
assessment is referred to as the SPPI
the lessee is reasonably certain to exercise
test and is performed at an instrument
that option; and
level. Financial assets with cash flows
- payments of penalties, if any, for that are not SPPI are classified and
terminating the lease, if the lease term measured at fair value through profit or
reflects the lessee exercising an option to loss, irrespective of the business model.
terminate the lease
The Company recognises finance income over the
Financial Liabilities
lease term, based on a pattern reflecting a constant Financial liabilities are classified, at
periodic rate of return on net investment in the initial recognition, as financial liabilities
lease. at fair value through profit or loss, loans
and borrowings, payables, or as
Net investment in the lease are subject to the derivatives designated as hedging
derecognition and impairment requirements in Ind instruments in an effective hedge, as
AS 109. The Company regularly reviews estimated appropriate.
unguaranteed residual values, if any, used in computing
the gross investment in the lease and adjusts All financial liabilities are recognised
the income allocation accordingly. initially at fair value and, in the case of
loans and borrowings and payables, net
g) Financial Instruments of directly attributable transaction
costs.
A financial instrument is any contract that gives rise
to a financial asset of one entity and a financial liability
or equity instrument of another entity.
II. Subsequent measurement:
i. Financial assets
I. Initial recognition and measurement:
For purposes of subsequent
All Financial assets and liabilities are classified, measurement, financial assets
at initial recognition, as subsequently measured are classified in four
at amortised cost, fair value through other categories:
comprehensive income (OCI), and fair value
through profit or loss. • Financial assets at amortised
cost (debt instruments)
Financial Assets • Financial assets at fair value
The classification of financial assets at initial through other
recognition depends on the financial comprehensive income
Financial assets at amortised cost (debt instruments) exchange revaluation and impairment losses or subject to impairment assessment. The
Financial Assets designated
A ‘financial asset’ is measured at the amortised reversals are recognised in the profit or loss Company has elected to classify
and computed in the same manner as for
at fair value through OCI irrevocably its non-listed equity
cost if both the following conditions are met: (equity instruments)
financial assets measured at amortised cost. The investments under this category.
a) The asset is held within a business model whose remaining fair value changes are recognised in Upon initial recognition,
objective is to hold assets for collecting contractual the Company can elect to Financial assets at fair value through
OCI. Upon derecognition, the cumulative fair value
cash flows, and classify irrevocably its profit or loss (FVTPL)
changes recognised in OCI is reclassified from
the equity to profit or loss. equity investments as Financial assets are measured at fair value
b) Contractual terms of the asset give rise on
equity instruments through profit or loss unless it measured
specified dates to cash flows that are solely
designated at fair value at amortised cost or fair value through
payments of principal and interest (SPPI) on the
through OCI when they other comprehensive income on initial
principal amount outstanding.
meet the definition of recognition. The transaction cost directly
Financial assets at amortised cost are subsequently equity under Ind AS 32 attributable to the acquisition of financial
measured using the effective interest (EIR) method Financial Instruments: assets and liabilities at fair value through
and are subject to impairment. Gains and losses Presentation and are not profit or loss are immediately recognised in
are recognised in profit or loss when the asset is held for trading. The the statement of profit and loss.
derecognised, modified, or impaired. classification is
determined on an ii. Financial liabilities
The Company’s financial assets at amortised cost includes
instrument-by-instrument Financial liabilities at fair value through
trade and other receivables, loans to employees and
basis. Gains and losses on Profit or Loss
loan to subsidiaries.
these financial assets are
Financial liabilities at fair value
Financial assets at fair value through other never recycled to profit or
through profit or loss include financial
comprehensive income (FVTOCI) (debt loss. Dividends are
liabilities held for trading and financial
instruments) recognised as other income in
liabilities designated upon initial
A ‘financial asset’ is classified as at the FVTOCI if the statement of profit and
recognition as at fair value through
both of the following criteria are met: loss when the right of
profit or loss.
payment has been
a) The objective of the business model is achieved both established, except when Financial liabilities designated upon initial
by collecting contractual cash flows and selling the Company benefits from recognition at fair value through profit
the financial assets, and such proceeds as a recovery or loss are designated as such at the
b) The asset’s contractual cash flows represent of part of the cost of the initial date of recognition, and only if the
SPPI. financial asset, in which case, criteria in Ind AS 109 are satisfied. For
such gains are recorded in liabilities designated as FVTPL, fair value
Debt instruments included within the FVTOCI OCI. Equity instruments gains/ losses attributable to changes in
category are measured initially as well as at each designated at fair value own credit risk are recognised in OCI.
reporting date at fair value. For debt instruments, at through OCI are not These gains/ losses are not subsequently
fair value through OCI, interest income, foreign transferred to P&L.
NOTES
NOTES
Forming part of the Financial Statements as at and for the year ended March 31, 2022 Forming part of the Financial Statements as at and for the year ended March 31, 2022
However, the Company may transfer the financial assets and credit risk exposure:
cumulative gain or loss within equity. III.Derecognition a) Trade receivables or any
All other changes in fair value of such contractual right to receive
Financial Assets cash or another financial
liability are recognised in the statement
of profit or loss. A financial asset (or, where applicable, a part asset that result from
of a financial asset or part of a group of similar transactions that are within
Financial liabilities at amortised cost financial assets) is primarily derecognised (i.e., the scope of Ind AS 115
(loans and borrowings) removed from the Company’s statement
b) Investments
Financial liabilities are measured at of financial position) when:
amortised cost at the end of subsequent c) Other financial assets such
• The rights to receive cash flows from the
accounting periods. The carrying amounts as deposits, advances etc.
asset have expired, or
of financial liabilities that are The Company assesses on a
subsequently measured at amortised cost • The Company has transferred its rights to
forward looking basis the
are determined based on the effective receive cash flows from the asset or
expected credit losses associated
interest method. has assumed an obligation to pay the
with its assets carried at
received cash flows in full without
The effective interest method is a method of amortised cost and FVOCI debt
material delay to a third party under a
calculating the amortised cost of a financial instruments. The impairment
‘pass-through’ arrangement and either
liability and of allocating interest expense methodology applied depends on
(a) the Company has transferred
over the relevant period. The whether there has been a
substantially all the risks and rewards of the
effective interest rate is the rate that significant increase in credit
asset, or (b) the Company has neither
exactly discounts estimated future cash risk.
transferred nor retained substantially
payments (including all fees and points all the risks and rewards of the asset, For trade receivables only, the
paid or received that form an integral part but has transferred control of the Company applies the simplified
of the effective interest rate, transaction asset. approach permitted by In AS 109
costs and other premiums or discounts) Financial Instruments, which
through the expected life of the financial On derecognition of a financial asset, the
requires expected lifetime
liability, or (where appropriate) a shorter difference between the asset’s carrying amount
losses to be recognised from
period, to the net carrying amount on initial and the sum of the consideration received and
initial recognition of the
recognition. receivable and the cumulative gain or loss that
receivables.
had been recognised in other comprehensive
Financial guarantee contracts issued by income and accumulated in equity is recognised
the Company are those contracts that V. Offsetting of financial
in statement of profit and loss if such gain
require a payment to be made to reimburse or loss would have otherwise been recognised instruments
the holder for a loss it incurs because the in statement of profit and loss on disposal of Financial assets and financial
specified debtor fails to make a payment that financial asset. liabilities are offset and the net
when due in accordance with the amount is reported in the
terms of a debt instrument. Financial Financial Liabilities balance sheet if there is a
guarantee contracts are recognised currently enforceable legal right to
initially as a liability at fair value, adjusted A financial liability is derecognised when
the obligation under the liability is offset the recognised amounts and
for transaction costs that are directly there is an intention to settle on a
attributable to the issuance of the discharged or cancelled or expires. When an
existing financial liability is replaced by net basis, to realise the assets
guarantee. Subsequently, the liability is and settle the liabilities
measured at the higher of the amount another from the same lender on
substantially different terms, or the terms of simultaneously.
of loss allowance determined as per
impairment requirements of Ind AS 109 an existing liability are substantially
modified, such an exchange or VI. Investment in subsidiaries and
and the amount recognised less when associates
appropriate, the cumulative amount modification is treated as the derecognition
of income recognised in accordance with of the original liability and the recognition of a The Company has accounted for
the principles of Ind AS 115. new liability. The difference in the respective its investment in subsidiaries and
carrying amounts is recognised in the associates at cost.
The Company’s financial liabilities include statement of profit or loss.
trade and other payables, loans and h) Revenue recognition:
borrowings including bank overdrafts, and IV. Impairment of financial assets:
derivative financial instruments. I. Revenue from contracts with
In accordance with Ind AS 109, the
Company applies simplified expected credit customers
loss (ECL) model for measurement and Revenue from contracts with
recognition of impairment loss on the following customers is recognised when
control of the goods or services Accruals for discounts/incentives and returns are measurement.
are transferred to the i. Sale of products: estimated (using the most likely method) based on
Revenue is recognised upon - Contract liabilities
customer at an amount that accumulated experience and underlying schemes and
reflects the consideration to transfer of control of promised agreements with customers. Due to the short nature of A contract liability is the obligation to
which an entity expects to be products to customer in an credit period given to customers, there is no financing transfer goods or services to a customer
entitled in exchange for amount that reflects the component in the contract. for which the Company has received
transferring goods or services to consideration which the consideration (or an amount of consideration
a customer. Company expects to receive in ii. Contract balances: is due) from the customer. If a
exchange for products. Revenue customer pays consideration before the
Revenue is measured at the - Contract assets
from the sale of products is Company transfers goods or services to the
fair value of the consideration recognised when products are A contract asset is the right to consideration in exchange customer, a contract liability is recognised
received or receivable, taking into delivered to customer. for products or services transferred to the customer. If when the
account contractually defined Revenue is measured based the Company performs by transferring products or
terms of payment and excluding on the transaction price, which services to a customer before the customer pays
taxes or duties collected on behalf is the consideration, adjusted consideration or before payment is due, a contract
of the government. for volume discounts, asset is recognised for the earned consideration that is
rebates, scheme allowances, conditional.
The Company identifies the
performance obligations in its price concessions, incentives, - Trade receivables
contracts with customers and and returns, if any, as
A receivable represents the Company’s right to an
recognises revenue as and when specified in the contracts with
amount of consideration that is unconditional (i.e.,
the performance obligations are the customers.
only the passage of time is required before payment
satisfied. The specific recognition Revenue excludes taxes of the consideration is due). Refer to accounting
criteria described below must also collected from customers on policies of financial assets in section - Financial
be met before revenue is behalf of the government. instruments – initial recognition and subsequent
recognised.
NOTES
NOTES
Forming part of the Financial Statements as at and for the year ended March 31, 2022 Forming part of the Financial Statements as at and for the year ended March 31, 2022
payment is made or the payment is (ii) Conversion at the reporting date. Non-monetary items, which of the award is expensed immediately through profit
due (whichever is earlier). Contract Foreign currency monetary items are measured in terms of historical cost denominated in or loss.
liabilities are recognised as revenue when are retranslated using the exchange a foreign currency, are reported using the exchange
the Company performs under the rate prevailing The dilutive effect of outstanding options is reflected
rate at the date of the transaction. Non-monetary
contract. as additional share dilution in the computation of
items, which are measured at fair value or other
diluted earnings per share.
similar valuation denominated in a foreign currency, are
II. Interest income:
translated using the exchange rate at the date when Expense relating to options granted to employees of
Interest income is accrued on time basis, such value was determined. the subsidiaries under the Company’s share-based
by reference to the principle outstanding and payment plan, is cross charged for their share of the
using the effective interest rate method. (iii) Exchange differences ESOP cost by equity settlement.
Interest income is included under the
Exchange differences arising on settlement or
head “Other income” in the statement of l) Post-employment and other employee benefits
translation of other monetary items or on
profit and loss.
reporting monetary items at rates different from
Short term employee benefits
those at which they were initially recorded during the
i) Provisions All short term employee benefits such as salaries,
period/year, or reported in previous financial
A provision is recognised when the Company statements, are recognised as income or as expenses in incentives, medical benefits which are expected to
has a present legal or constructive obligation the statement of profit and loss in the period/year in be settled wholly within 12 months after the end
as a result of past event and it is probable which they arise. of the period in which the employee renders the related
that an outflow of resources services which entitles him to avail such benefits are
embodying economic benefits will be k) Share based payments recognised on an undiscounted basis and charged to
required to settle the obligation and a the statement of profit and loss.
Employees (including senior executives) of the
reliable estimate can be made of the
Company receive remuneration in the form of share- based
amount of the obligation. The expense Post-employment benefits
payment transactions, whereby employees render services
relating to a provision is presented in the
as consideration for equity instruments (equity-settled i. Defined Contribution Plans
statement of profit and loss.
transactions).
Retirement benefit in the form of Provident
If the effect of the time value of money
The cost of equity-settled transactions is determined by the fair Fund is a defined contribution scheme and the
is material, provisions are discounted
value at the date when the grant is made using an contributions are charged to the Statement of
using a current pre-tax rate that
appropriate valuation model. Profit and Loss of the period/year when
reflects, when appropriate, the risks
the contribution to the funds is due. There
specific to the liability. When discounting is That cost is recognised, together with a corresponding
are no other obligations other than the
used, the increase in the provision due to increase in share-based payment (SBP) reserves in equity,
contribution payable to the fund. The
the passage of time is recognised as a over the period in which the performance and/or service
Company recognises contribution payable to
finance cost. conditions are fulfilled in employee benefits expense. The
the provident fund scheme as expenditure,
cumulative expense recognised for equity-settled
Provisions are reviewed at each balance when an employee renders the related
transactions at each reporting date until the vesting date
sheet date and adjusted to reflect the service.
reflects the extent to which the vesting period has expired
current best estimates.
and the Company’s best estimate of the number of equity
ii. Defined Benefit Plans
instruments that will ultimately vest. The expense or credit for
j) Foreign currency transactions Gratuity
a period represents the movement in cumulative expense
Functional and presentation currency recognised as at the beginning and end of that period and is The Company has an obligation towards
recognised in employee benefits expense. gratuity, a defined benefit plan covering eligible
The financial statements are presented in
employees. The plan provides for a lump-sum
Indian Rupees (Rs.), which is the functional When the terms of an equity-settled award are
payment to vested employees at retirement,
currency of the Company and the currency of the modified, the minimum expense recognised is the expense
death while in employment or on termination of
primary economic environment in which the had the terms had not been modified, if the original terms
employment of an amount equivalent to 15 days
Company operates. of the award are met. An additional expense is
salary payable for each completed year of service.
recognised for any modification that increases the
Vesting occurs upon completion of five years of
Foreign currency transactions and balances total fair value of the share-based payment transaction, or
service. The gratuity benefits are unfunded.
is otherwise beneficial to the employee as measured at the
(i) Initial recognition date of modification. Where an award is cancelled by the Gratuity liability is provided for on the
Foreign currency transactions are recorded in entity or by the counterparty, any remaining element of the basis of an actuarial valuation on projected
the reporting currency, by applying to the foreign fair value unit credit method made at the end of each
currency amount the exchange rate between the financial period/year. The present value of the
reporting currency and the foreign currency at defined benefit obligation is determined by
the date of the transaction. discounting the estimated future cash outflows
by reference to market yields at the end of the
reporting period on government bonds - Net interest expense or income The Company provides for the encashment of 12 months after the reporting date, regardless
that have terms approximating to the terms leave or leave with pay subject to certain of when the actual settlement.
Re-measurements, comprising of
of the related obligation. rules. The employees are entitled to accumulate
actuarial gains and losses, excluding
leave subject to certain limits, for future m) Borrowing cost
Net interest is calculated by applying the amounts included in net interest on
encashment. The liability is provided based Borrowing cost directly attributable to the acquisition,
discount rate to the net defined benefit the net defined benefit liability, are
on the number of days of unutilised leave at construction or production of an asset that necessarily
liability. The Company recognises the recognised immediately in the
each balance sheet date on the basis of an takes a substantial period of time to get ready for its
following changes in the net defined benefit balance sheet with a corresponding
independent actuarial valuation using the intended use or sale are capitalised as part of the cost
obligation as an expense in the statement of debit or credit to retained earnings
projected unit credit method at the reporting of the respective asset. All other borrowing costs
profit and loss: through ‘Other comprehensive
date. Actuarial gains/losses are immediately are expensed in the period they are incurred.
income’ in the period in which they
- Service costs comprising current service taken to the statement of profit and loss Borrowing cost includes interest, amortisation
occur. Re- measurements are not
costs, past-service costs, gains and and are not deferred. The obligations are of ancillary costs incurred in connection with the
reclassified to profit or loss in
losses on curtailments and non- presented as current liabilities in the balance arrangement of borrowing to the extent they are
subsequent periods.
routine settlements; and sheet if the entity does not have an unconditional regarded as adjustment to the interest cost.
Compensated absences right to defer the settlement for at least
NOTES
NOTES
Forming part of the Financial Statements as at and for the year ended March 31, 2022 Forming part of the Financial Statements as at and for the year ended March 31, 2022
NOTES
NOTES
Forming part of the Financial Statements as at and for the year ended March 31, 2022 Forming part of the Financial Statements as at and for the year ended March 31, 2022
NOTES
NOTES
Forming part of the Financial Statements as at and for the year ended March 31, 2022 Forming part of the Financial Statements as at and for the year ended March 31, 2022
under Companies (Indian Accounting Standards) fulfilling’ a contract comprises the ‘costs that relate Cost
Rules as issued from time to time. On March directly to the contract’. Costs that relate directly to As at April 1, 2020 5.66 52.24 3.96 4.40 3.02 17.44 86.72
23, 2022, MCA amended the Companies a contract can either be incremental costs of fulfilling Additions 0.84 - 8.21 - 0.13 5.02 14.20
(Indian Accounting Standards) Amendment Rules, that contract (examples would be direct - (0.25) - - - - (0.25)
Disposals
2022, applicable from April 1st, 2022, as below: labour, materials) or an allocation of other costs
As at March 31, 2021 6.50 51.99 12.17 4.40 3.15 22.46 100.67
that relate directly to fulfilling contracts. The
Ind AS 103 – Reference to Conceptual amendment is essentially a clarification, and the Additions 3.04 31.88 4.14 - - - 39.06
Framework Company does not expect the amendment to have any Disposals - - - - - - -
The amendments specify that to qualify for significant impact in its financial statements. As at March 31, 2022 9.54 83.87 16.31 4.40 3.15 22.46 139.73
recognition as part of applying the acquisition method, Accumulated
the identifiable assets acquired and liabilities assumed Ind AS 109 – Annual Improvements to Ind AS depreciation
must meet the definitions of assets and liabilities in (2021) As at April 1, 2020 3.79 3.46 0.82 1.05 0.44 13.30 22.86
the Conceptual Framework for Financial Reporting The amendment clarifies which fees an entity includes Depreciation charge for 1.26 4.74 0.60 3.28 0.36 6.28 16.52
under Indian Accounting Standards when it applies the ‘10 percent’ test of Ind AS 109 the year
(Conceptual Framework) issued by the Institute in assessing whether to derecognise a financial Disposals - (0.07) - - - - (0.07)
of Chartered Accountants of India at the liability. The Company does not expect the As at March 31, 2021 5.05 8.13 1.42 4.33 0.80 19.58 39.31
acquisition date. These changes do not significantly amendment to have any significant impact in its
Depreciation charge for 0.98 7.82 3.05 - 0.40 0.01 12.26
change the requirements of Ind AS 103. The financial statements.
the year
Company does not expect the amendment to
have any significant impact in its financial Ind AS 106 – Annual Improvements to Ind AS Disposals - - - - - - -
statements. (2021) As at March 31, 2022 6.03 15.95 4.47 4.33 1.20 19.59 51.57
The amendments remove the illustration of Net Book Value
Ind AS 16 – Proceeds before intended use the reimbursement of leasehold improvements by As at March 31, 2022 3.51 67.92 11.84 0.07 1.95 2.87 88.16
The amendments mainly prohibit an entity the lessor in order to resolve any potential As at March 31, 2021 1.45 43.86 10.75 0.07 2.35 2.88 61.36
from deducting from the cost of property, plant confusion regarding the treatment of lease incentives Footnotes:
and equipment amounts received from selling that might arise because of how lease incentives were 1. Movable assets have been pledged to secure borrowings of the Company (Refer Note – 24)
items produced while the Company is preparing described in that illustration. The Company does
the asset for its intended use. Instead, an entity will not expect the amendment to have any significant 5 Right of use assets
recognise such sales proceeds and related cost in impact in its financial statements. Particulars Right of use assets Total
profit or loss. The Company does not expect the
amendments to have any impact in its
recognition of its property, plant and equipment
in its financial statements.
216 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 217
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WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
NOTES
NOTES
Forming part of the Financial Statements as at and for the year ended March 31, 2022 Forming part of the Financial Statements as at and for the year ended March 31, 2022
NOTES
NOTES
Forming part of the Financial Statements as at and for the year ended March 31, 2022 Forming part of the Financial Statements as at and for the year ended March 31, 2022
Deferred tax: Impact of difference between tax depreciation / amortisation and depreciation / amortisation as per 19.12 20.30
NOTES
NOTES
Forming part of the Financial Statements as at and for the year ended March 31, 2022 Forming part of the Financial Statements as at and for the year ended March 31, 2022
No trade receivable are due from directors or other officers of the Company either severally or jointly with any other person. Total 1,885.53 1,610.20
Trade receivables are non-interest bearing and are generally on terms of 0 to 60 days. 16 Loans (Current) (Unsecured, considered good) (measured at amortised cost)
As at As at
Trade receivables aging schedule As at March Particulars
March 31, 2022 March 31, 2021
NOTES
NOTES
Forming part of the Financial Statements as at and for the year ended March 31, 2022 Forming part of the Financial Statements as at and for the year ended March 31, 2022
*Pursuant to the approval of the shareholders at Extra Ordinary General Meeting of the Company held on July 16, 2021 each equity share of face value of ` 10/- per As at March 31, 2022:
share was sub-divided into ten equity shares of face value of `1/- per share, with effect from the record date i.e. July 16, 2021. The above increase during the year
includes the effect of such split of face value of the shares. No. of No. of
% change
shares at the % of Total shares at the % of Total
Description Promoter Name during the
i) Terms / rights attached to equity shares: beginning of Shares end of the Shares
year
the year** year
The Company has only one class of equity shares having a par value of ` 1 per share. Each holder of equity shares is
Equity shares of ` 1 each Sanjay Nayar (through family trust) 120,118,920 26.59% 105,818,920 22.32% (12%)
entitled to one vote per share.
Equity shares of ` 1 each Falguni Nayar (through family trust) 99,399,930 22.00% 104,305,770 22.00% 5%
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining
assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the Total 219,518,850 48.59% 210,124,690 44.32% (7%)
number of equity shares held by the shareholders. 0.001% Non-Cumulative,
Optionally Convertible
Each equity shareholder is entitled to dividends as and when the Company declares and pays dividend after obtaining Falguni Nayar (through family trust) 143,500 32.88% - 0.00% (100%)
Redeemable Preference
shareholders’ approval.
Shares, partly paid
ii) Issued share capital Total 143,500 32.88% - 0.00% (100%)
Equity Shares ** The number of shares at the beginning of the year have been restated to give effect of share split of equity shares of face value of ` 10 each sub-
Particulars
Numbers Amount divided into equity shares of face value of ` 1 each and bonus shares allotted in the ratio of 2 bonus shares for every 1 share held vide shareholder’s approval
As at April 01, 2020 14,549,077 145.49 dated July 16, 2021.
Issue of equity shares of face value of ` 10 each 508,160 5.08
As at March 31, 2021 15,057,237 150.57 As at March 31, 2021:
Issue of equity shares of face value of ` 10 each 60,130 0.60 No. of No. of
450,528 % change
Conversion of OCRPS into equity shares of face value of ` 10 each 4.51 shares at the % of Total shares at the % of Total
Description Promoter Name during the
beginning of Shares end of the Shares
140,111,055 - year
Adjustment of split of shares into face value of ` 1 each the year year
Issue of bonus shares of face value of ` 1 each 311,357,900 311.36
Equity shares of ` 10 each Sanjay Nayar (through family trust) 4,003,964 26.59% 4,003,964 26.59% -
Issue of equity shares of face value of ` 1 each 7,068,026 7.07
Equity shares of ` 10 each Falguni Nayar (through family trust) 3,313,331 22.00% 3,313,331 22.00% -
As at March 31, 2022 474,104,876 474.11
Total 7,317,295 48.59% 7,317,295 48.59% -
During the year, the Company has completed its Initial Public Offer (IPO) of 47,575,326 equity shares of face 0.001% Non-Cumulative, Falguni Nayar (through family trust) 100,000 22.91% 143,500 32.88% 15.82%
value of ` 1 each at an issue price of ` 1,125 per share (including a share premium of ` 1,124 per share). A Optionally Convertible
discount of Redeemable Preference
`100 per share was offered to eligible employees bidding in the employee’s reservation portion of 250,000 Shares, partly paid
equity shares. The issue comprised of a fresh issue and allotment of 5,602,666 equity shares aggregating to `
Total 100,000 22.91% 143,500 32.88% 15.82%
6,300 Mn and offer for sale of 41,972,660 equity shares by selling shareholders aggregating to ` 47,197 Mn.
224 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 225
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WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
NOTES
NOTES
Forming part of the Financial Statements as at and for the year ended March 31, 2022 Forming part of the Financial Statements as at and for the year ended March 31, 2022
(36,000) (0.26)
Nature and purpose of reserves
Forfeiture of partly paid 36,000 shares at ` 7.5 per share
(i) Securities premium: Where the Company issues shares at a premium, whether for cash or otherwise, a sum equal
Conversion of preference share capital during the year (450,528) (4.51) to the aggregate amount of the premium received on those shares is transferred to Securities Premium.
As at March 31, 2022 - -
(ii) Retained earnings: Retained Earnings are the profits / (losses) that the Company has earned till date, less
The Company has availed the option to convert fully paid up OCRPS and accordingly 414,528 OCRPS were converted any dividends or other distributions paid to shareholders.
into equity shares as on June 30, 2021, at the issue price as per conditions given in the letter of offer and
forfeited OCRPS of 36,000 were re-issued and converted into equity shares on July 15, 2021. (iii)Other Comprehensive Income: This represents the cumulative gains and losses arising on remeasurement of defined
employee benefit plan.
(B) Other equity (iv) Share application money pending allotment: This represents the share application money received in previous year
As at As at for Employee Stock Option Scheme for which shares are allotted during the current financial year.
Particulars
March 31, 2022 March 31, 2021
(v) Employee Share Options Scheme Reserve: The fair value of the equity-settled share based payment transactions
(i) Securities premium with employees is recognised in Employee Share Options Scheme Reserve.
Opening balance 5,666.58 4,572.26
(vi) Capital Reserve: Capital reserve is on account of forfeiture of partly paid up OCRPS and security premium thereon.
Add : Securities premium on issue of shares 8,975.26 1,035.68
Add: Transfer from Employee Share options scheme reserve 76.52 71.76 21 Lease liabilities (Non current)
Less: Utilised on issue of bonus shares (311.36) -
As at As at
Particulars
Less: Forfeiture of OCRPS (0.10) - March 31, 2022 March 31, 2021
Less: Share issue expenses (256.22) (13.12) Payable for lease liabilities (Refer note 41) 147.30 162.51
Closing balance (A) 14,150.68 5,666.58 Total 147.30 162.51
(ii) Retained earnings
Opening balance (283.84) (647.03) 22 Other financial liabilities
Add: Profit during the year 1,035.13 361.88 As at As at
Particulars
March 31, 2022 March 31, 2021
Less: Options lapsed during the year - 1.31
Put option liability (Refer note 7) 242.40 -
Closing balance (B) 751.29 (283.84)
(iii) Other comprehensive income Total 242.40 -
NOTES
NOTES
Forming part of the Financial Statements as at and for the year ended March 31, 2022 Forming part of the Financial Statements as at and for the year ended March 31, 2022
NOTES
NOTES
Forming part of the Financial Statements as at and for the year ended March 31, 2022 Forming part of the Financial Statements as at and for the year ended March 31, 2022
NOTES
NOTES
Forming part of the Financial Statements as at and for the year ended March 31, 2022 Forming part of the Financial Statements as at and for the year ended March 31, 2022
NOTES
NOTES
Forming part of the Financial Statements as at and for the year ended March 31, 2022 Forming part of the Financial Statements as at and for the year ended March 31, 2022
Depreciation of Right-of-use assets (Refer note 5) 27.22 23.86 Nominal value of per equity share 1/- 1/-
Amortisation of Intangible assets (Refer note 6) 7.36 43.89 Profit after tax (A) 1,035.13 361.88
Total 46.84 84.27 Profit attributable to equity shareholders 1,035.13 361.88
Total number of shares outstanding during the year 474,104,876 451,717,110
39 Other expenses Weighted average number of equity shares outstanding during the year (B) 465,653,766 445,370,340
For the year ended For the year ended Basic EPS 2.22 0.81
Particulars
March 31, 2022 March 31, 2021
Dilutive effect on weighted average number of equity shares outstanding during the year (C) 5,384,855 17,661,660
Marketing & Advertisement Expenses 494.28 456.24
Weighted average number of diluted equity shares (D=B+C) 471,038,621 463,032,000
Beauty advisor Expenses 69.42 50.48
Diluted EPS 2.20 0.78
Legal and Professional Fees 40.04 25.46
** The number of shares at the beginning of the year have been restated to give effect of share split of equity shares of face value of ` 10 each sub-
Web & Technology Expenses 31.62 21.51 divided into equity shares of face value of ` 1 each and bonus shares allotted in the ratio of 2 bonus shares for every 1 share held vide shareholder’s approval
35.68 17.96 dated July 16, 2021.
Freight Expenses
Outsource warehouse manpower expense (Refer note 58) 27.74 12.80 41 Leases
Other Administrative Expense 9.28 11.52
The Company as lessee
Recruitment Expenses 4.01 9.75
The Company has lease contracts for premises obtained for offices, warehouse etc. Leases of premises generally have
Travelling & Conveyance Expenses 18.83 7.92
lease terms between 3 to 5 years.
Expected credit (loss)/credit impaired (5.54) 5.89
The Company’s obligations under its leases are secured by the lessor’s title to the leased assets.
Communication Expenses 8.07 5.95
Rates & Taxes 14.08 6.80 The Company has several lease contracts that include extension and termination options. These options are negotiated
by management to provide flexibility in managing the leased-asset portfolio and align with the Company’s business
Insurance Expenses 6.39 5.70
needs. Management exercises significant judgement in determining whether these extension and termination options
Rent and Maintenance Expenses 2.76 3.80 are reasonably certain to be exercised.
Director sitting fees and commission 15.69 3.52
Refer note 5 for carrying value of right of use assets.
Repairs & Maintenance - Others 2.59 2.74
Security Expenses 6.55 2.59 Set out below are the carrying amounts of lease liabilities (included under lease liabilities) and the
Selling Expense 38.82 6.21 movements during the year:
Electricity Charges 2.12 1.28 As at As at
Particulars
March 31, 2022 March 31, 2021
Bank charges 0.60 0.92
Opening balance 213.76 101.22
Auditors remuneration*
Addition 40.12 165.36
- Audit fees 7.30 2.90
Accretion of interest 19.95 12.27
- Taxation Matters 0.35 0.30
Deletion due to closure - (3.92)
- Other Matters - 0.15
Rent waiver - (1.35)
Expenditure towards corporate social responsibility (CSR) activities (Refer note 54) 4.41 0.88
Payments (72.99) (59.82)
Total 835.09 663.27
Closing balance 200.84 213.76
* Excludes amount of ` 29.26 Mn paid towards Initial Public Offer services out of which the Company’s share of expenses has been adjusted to Securities
Premium during the year and the balance has been recovered from Selling Share holders. Non-current 147.30 162.51
Current 53.54 51.25
200.84 213.76
NOTES
NOTES
Forming part of the Financial Statements as at and for the year ended March 31, 2022 Forming part of the Financial Statements as at and for the year ended March 31, 2022
` 32.50 Mn) Closing net defined benefit liability/ (asset) 14.79 15.60
42 Defined Benefit Plan and Other Long Term Employee Benefit Plan: B. Amount for the year ended March 31, 2022 and March 31, 2021 recognised in the Statement of Profit and
Loss under employee benefit expenses and other comprehensive income:
I) Defined Contribution Plan
For the year ended For the year ended
During the year, the Company has made contribution/provision to provident fund stated under defined contribution Particulars
March 31, 2022 March 31, 2021
plan amounting to ` 9.64 Mn (March 31, 2021: ` 4.87 Mn) and the same has been recognised as an expense in Current service cost 4.10 4.84
the statement of profit and loss.
Past service cost (3.69) -
II) Defined Benefit Plans Interest expenses 0.78 0.61
The Company operates a defined benefit gratuity plan for its employees. Under the gratuity plan, every Amount recognised in Statement of Profit and Loss 1.19 5.45
employee who has completed at least five years of service gets a gratuity on departure @ 15 days of last drawn
salary for each completed year of service. Actuarial (Gain)/Loss in obligation for year ended due to changes in demographic / financial
(0.57) 0.54
The Company has provided for gratuity based on actuarial valuation done as per projected unit credit method. assumptions
Actuarial (Gain)/Loss in obligation for year ended due to changes in experience adjustments 0.06 1.84
A. The following tables set out the amounts recognised in the Company’s financial statements as at March 31, Amount recognised in Other Comprehensive Income (OCI) (0.51) 2.38
2022 and March 31, 2021:
i. Amount recognised in the balance sheet C The principal assumptions used in determining gratuity obligations for the Company’s plans are shown below:
As at As at For the year ended For the year ended
Particulars Particulars
March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021
Amount to be recognised in balance sheet Mortality Table IALM (2012-14) IALM (2012-14)
Present value of defined benefit obligation 14.79 15.60 Discount rate: 5.95% 6.25%
Less: Fair value of plan assets - - Future salary increases* 8.00% until year 1 then 6.50% 6.50%
Funded status – deficit / (surplus) 14.79 15.60 Withdrawal rates 20.64%-30.54% across all levels 15.00%
Net liability recognised in balance sheet 14.79 15.60
IALM - Indian Assured Lives Mortality (Ultimate) IALM (2012-14) IALM (2012-14)
Non-current 12.40 9.40
Current 2.39 6.20 The discount rate is based on the prevailing market yields of Government of India Bonds as at the Balance Sheet date
for the estimated terms of the obligations.
ii. Changes in the present value of defined benefit obligation *The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority,
For the year ended For the year ended promotion and other relevant factors, such as supply and demand in the employment market.
Particulars
March 31, 2022 March 31, 2021
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are
Reconciliation of Defined Benefit Obligation
determined using actuarial valuations. An actuarial valuation involves making various assumptions that may
Opening defined benefit obligation 15.60 9.36 differ from actual developments in the future. These include the determination of the discount rate, future salary
Current service cost 4.10 4.84 increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined
Past service cost (3.69) - benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting
Interest cost 0.78 0.61 date.
Actuarial (Gain)/Loss in obligation for year ended due to changes in demographic / financial
(0.57) 0.54
assumptions
Actuarial (Gain)/Loss in obligation for year ended due to changes in experience adjustments 0.06 1.84
Benefit paid (1.49) (1.59)
Closing defined benefit obligations 14.79 15.60
236 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 237
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WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
NOTES
NOTES
Forming part of the Financial Statements as at and for the year ended March 31, 2022 Forming part of the Financial Statements as at and for the year ended March 31, 2022
10 & Above following years 3.09 4.03 FSN Brands Marketing Private Limited
Total expected payments 19.93 28.42 Nykaa E-Retail Private Limited
Nykaa-KK Beauty Private Limited
The weighted average duration of the defined benefit plan obligation at the end of the reporting period is 4.50 years
Nykaa Fashion Private Limited
(March 31, 2021: 6 years).
FSN International Private Limited
Subsidiary Nykaa International UK Limited (wholly owned subsidiary of FSN International
E Sensitivity analysis Private Limited w.e.f. January 29, 2021)
The sensitivity analysis of significant actuarial assumption as of end of reporting period is shown below. FSN Global FZE (wholly owned subsidiary of FSN International Private Limited
w.e.f. June 21, 2020)
Pre-tax impact (decrease) / increase in FSN Distribution Private Limited w.e.f. July 30, 2021
Particulars liability
As at
Dot & Key Wellness Private Limited w.e.f. September 28, 2021
As at
March 31, 2022 March 31, 2021 Mrs. Falguni Nayar -- Executive Chairperson, CEO and Managing Director
Discount rate (-/+ 1%) Mr. Anchit Nayar -- Executive Director w.e.f. July 22, 2021
Decrease by 100 basis points 0.69 1.61 Ms. Adwaita Nayar -- Executive Director w.e.f. July 22, 2021
Increase by 100 basis points (0.64) (1.31) Mr. Sanjay Nayar -- Director w.e.f. April 09, 2021
Mr. Milan Khakhar -- Director
Future salary increase (-/+ 1%) Ms. Alpana Parida -- Director
Decrease by 100 basis points (0.47) (1.15) Ms. Anita Ramachandran -- Independent Director
Increase by 100 basis points 0.49 1.40 Mr. Milind Sarwate -- Independent Director w.e.f. July 15, 2021
NOTES
NOTES
Forming part of the Financial Statements as at and for the year ended March 31, 2022 Forming part of the Financial Statements as at and for the year ended March 31, 2022
Particulars Nature of transactions Transactions Balance as at Transactions Balance as at Transactions Balance as at Transactions Balance as at
during FY March 31, during FY March 31, Particulars Nature of transactions during FY March 31, during FY March 31,
2021-22 2022 2020-21 2021 2021-22 2022 2020-21 2021
Mr. Arvind Agarwal Remuneration & reimbursements* 75.24 - 19.58 - Notional interest income- Financial
(18.65) - (8.23) -
Issuance of OCRPS guarantee
- - 0.10 -
Notional interest income- Loan (50.79) - (45.44) -
Mr. Pratik Bhujade Remuneration & reimbursements - - 1.11 - Notional interest income- sub-lease (6.51) - (1.85) -
Mr. Rajendra Punde Remuneration & reimbursements 12.12 - 4.96 - Recovery (Reimbursement) of (95.70) - (14.95) -
Ms. Anita Ramachandran Sitting Fees FSN Brands Marketing Private expenses
2.02 - 0.34 - Limited
Commission Brands usage fees (26.58) - (11.84) -
2.25 - 1.00 -
Sitting Fees Share based expense reimbursement (7.16) - (3.10) -
Ms. Alpana Parida 1.68 - 0.34 -
Other equity contribution 100.74 309.75 87.68 209.01
Commission 2.25 - 0.50 - Investment in subsidiary 1,000.00 1,020.00 - 20.00
Mr. Yogeshkumar Mahansaria Sitting Fees 0.49 - 0.34 - Net Investment- sub-lease - 62.80 - 73.75
Commission 0.75 - 1.00 - Loan given 1,921.87 1,921.87 (77.40) -
Mr. Pradeep Parameswaran Sitting Fees 0.45 - - - Interest income (45.44) - (10.55) -
Commission Sales (1,577.53) 71.09 (1,382.24) 161.05
1.59 - - -
Discount expenses 286.42 - 264.69 -
Mr. Milind Sarwate Sitting Fees 1.33 - - -
Banner advertisement expenses 186.76 - 193.68 -
Commission 1.59 - - - Recovery (Reimbursement) of
Sitting Fees (409.44) - (399.30) -
Mr. Seshashayee Sridhara 0.43 - - - expenses
Commission 1.50 - - - Sublease income - - (18.10) -
Mr. Anchit Nayar Issuance of OCRPS Rent expenses 0.41 - 0.61 -
- - 0.39 -
Property, plant and equipment sale - - (0.18) -
Remuneration & reimbursements 4.16 - - - Nykaa E-Retail Private Limited
Notional interest expense- Lease - - 0.02 -
Ms. Adwaita Nayar Issuance of OCRPS - - 0.39 - Notional interest income- sublease (0.03) - (0.81) -
Remuneration & reimbursements 16.65 - - - Notional interest income- Financial
(36.65) - (53.30) -
Relative of Key Management Personnel (KMP) guarantee
Rent expenses 2.85 (0.07) 2.42 (0.05) Notional interest income- Loan - - (5.56) -
Security deposit - 0.46 - 0.41 Share based expense reimbursement (71.43) - (35.60) -
Notional interest income on Other equity contribution 102.04 395.44 88.90 293.40
Mrs. Rashmi Mehta (0.05) - 0.04 -
security deposit Brand usage fees (314.28) - (212.95) -
Lease liability - (1.41) - (3.96) Net Investment- sub-lease - 0.35 - -
Interest cost on lease liability 0.30 - 0.54 - Lease liability - - - (0.03)
Subsidiary Loan given 1,132.10 1,358.43 140.10 323.79
Loan given (78.40) 1,662.55 655.70 1,761.93 Interest Income (47.29) - (17.21) -
Interest income (99.32) - (99.36) - Recovery (Reimbursement) of
(130.06) 49.38 (26.44) 62.77
Sales (326.64) 23.78 (234.51) 306.43 expenses
FSN Brands Marketing Private
Limited Purchases - - 9.09 - Sales (2.98) - (0.47) -
Sub-lease income (18.58) - (4.99) - Notional interest income- Loan (6.08) - (3.97) -
Discount expense 58.52 - 46.83 - Sublease Income (17.63) - (4.31) -
Marketing expense 136.41 - 97.30 - Nykaa Fashion Private Limited Notional interest income- sub-lease (6.43) - (1.75) -
Notional Commission on financial
(1.40) - (0.70) -
guarantee
Share based expense reimbursement (29.33) - (2.39) -
Other equity contribution 134.28 182.56 17.08 48.28
Brand usage fees (32.53) - (14.71) -
Net Investment- sub-lease - 61.40 - 72.45
Investment in subsidiary 250.00 250.10 - 0.10
240 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 241
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WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
NOTES
NOTES
Forming part of the Financial Statements as at and for the year ended March 31, 2022 Forming part of the Financial Statements as at and for the year ended March 31, 2022
Terms and conditions of transactions with related parties As at March 31, 2022 As at March 31, 2021
Maximum Amount Maximum Amount
The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length Particulars Outstanding Outstanding
Outstanding Outstanding
transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There Balance Balance uring the year
during the year d
have been no guarantees provided or received for any related party receivables or payables. Subsidiaries
The Company do not have any other transaction with key managerial person than that is disclosed above. FSN Brands Marketing Private Limited 1,662.55 2,478.89 1,761.93 1,993.13
*Remuneration includes amount towards ESOP based on exercise of options. Nykaa E-Retail Private Limited 1,921.87 1,928.57 - 705.71
FSN International Private Limited 16.78 19.95 2.55 2.86
Amount paid to KMP do not include the provisions made for gratuity as it is determined on an actuarial basis for the
Company as a whole. Similarly, expenses for compensated absences are not included in the above table as the same is Nykaa Fashion Private Limited 1,358.43 1,482.25 323.79 405.72
also determined on an actuarial basis for the Company as a whole. Nykaa-KK Beauty Private Limited 71.14 75.67 0.37 156.72
FSN Distribution Private Limited 49.74 49.74 - -
Total 5,080.51 6,035.07 2,088.64 3,264.14
242 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 243
STANDALONE
WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
NOTES
NOTES
Forming part of the Financial Statements as at and for the year ended March 31, 2022 Forming part of the Financial Statements as at and for the year ended March 31, 2022
NOTES
NOTES
Forming part of the Financial Statements as at and for the year ended March 31, 2022 Forming part of the Financial Statements as at and for the year ended March 31, 2022
*As at March 31, 2022 and March 31, 2021, the cash and cash equivalent was higher than outstanding net debt.
246 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 247
STANDALONE
WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
NOTES
NOTES
Forming part of the Financial Statements as at and for the year ended March 31, 2022 Forming part of the Financial Statements as at and for the year ended March 31, 2022
NOTES
NOTES
Forming part of the Financial Statements as at and for the year ended March 31, 2022 Forming part of the Financial Statements as at and for the year ended March 31, 2022
Key audit matters How our audit addressed the key audit matter Key audit matters How our audit addressed the key audit matter
• Observed physical inventory counts at major locations to
Recognition of Deferred Tax Assets in the subsidiaries viz., FSN Brands Private Limited (“Brands”) and Nykaa Fashion Private Limited
ascertain the condition of inventory and tested on a sample
of items to assess the cost basis and net realisable value of (“Nykaa Fashion”) (as described in Note 2C(q) and Note 11 of the consolidated financial statements)
inventory
and evaluated the adequacy of provision for close to As per Ind AS 12 – “Income taxes”, Deferred tax assets Our audit procedures included the following:
expiry, expired and damaged inventories as at March 31,
are recognised to the extent that it is probable that taxable profit • Assessed the accounting policy with respect to recognition
2022.
will be available against which the deductible temporary differences of deferred taxes in accordance with Ind AS 12 “Income Taxes”.
• Performed procedures to evaluate the expiry date in the inventory and the carry forward of unused tax credits and unused tax • Assessed and tested the effectiveness of internal controls relating
report to identify slow moving or obsolete inventories.
losses can be utilised. to deferred tax assets.
• Analysed the sales trend to gain an understanding of the forecast
inventory demand, product expiry dates and inventories disposal As at March 31, 2022, Brands and Nykaa Fashion has • Assessed the historical accuracy of management’s assumptions
plans for near expiry items, expired and damaged inventories. recognized deferred tax asset of H 332 million and H 351 million, and estimation process by comparing the actual financials against
respectively. previously forecasted financials for the year ended March
• Verified on sample basis, whether inventories are carried at the
31, 2022 of Brands and Nykaa Fashion.
lower of cost and net realizable value. Significant judgments and estimates are involved in making this • Analysed the performance of Brands and Nykaa Fashion and
Accounting for business combination (as described in Note 2C and Note 46 of the consolidated financial statements) assessment. The estimate of future taxable profits is based on
The Group has acquired 51% shareholding of Dot & Key Wellness the future business plans. The recognition of deferred tax asset is assessed the assumptions used in computation of future profits
Our audit procedures included the following:
Private Limited (‘D&K’) on September 28, 2021, and accounted therefore sensitive to changes in the business plan and hence there including understanding of management’s estimate of business
for this transaction as business combination in accordance with Ind • We have, amongst others, read the Share Purchase Agreement is inherent uncertainty involved in projecting future profits. impact based on current market.
AS 103 referred to in the group accounting policies (refer (SPA), and other related documents to obtain an understanding
of the transactions and the key terms and conditions and evaluated This assessment requires the management to make assumptions • Assessed the disclosures made in the consolidated financial
Note 2C). Further, the promoter shareholders of D&K have put statements as per Ind AS 12- “Income Taxes”.
the accounting treatment in accordance with Ind AS 103. to be used in the forecasts of future taxable profits,
option for acquisition of incremental stake up to 49% by the
Company at a value to be determined as per the terms of including expectations for future revenue and margin
• Assessed and tested the effectiveness of internal controls relating
shareholders’ agreement for consideration not exceeding `1,530 to business acquisition accounting. developments and overall market and economic conditions.
million. The fair value of financial liability in the consolidated • Where the Company used the work of an external specialist, we This area was important to our audit due to the significance
financial statements as at March 31, 2022 is H 1,222.26 million assessed competence, professional qualification, objectivity and of judgment and estimates involved in management’s assessment of
in accordance with Ind AS 109. independence of such specialist. the likelihood and magnitude of forecasting future taxable profits.
The details of the assets and liabilities acquired along with their fair • Obtained and read the report of external specialist to understand
This area was important to our audit due to the significance
the work performed on testing of key assumptions and estimates
values, the resultant goodwill recognized, and the consideration paid of judgment and estimates involved in management’s assessment
and their outcome of testing.
of
for the acquisitions have been disclosed in Note 2C and Note 46 to • Recalculated the model using the management inputs and the likelihood and magnitude of forecasting future taxable profits.
the consolidated financial statements. assumptions for ascertaining mathematical accuracy.
We have determined that there are no other key audit When we read the Annual report other than
We considered the audit of this acquisition to be a key audit matter •
Assessed management assumptions in respect of future sales Directors’ report of Holding Company, if we
matters to communicate in our report.
as this is a significant non routine transaction during the year and growth rate and discount rate used in valuation. We involved conclude that there is a material misstatement
it requires significant management judgement regarding allocation our valuation specialists to assist in evaluating the key
Information Other than the Consolidated Financial therein, we are required to communicate the matter to
assumptions and methodologies used in the valuation.
of the purchase price to the assets and liabilities acquired including
Statements and Auditors’ Report Thereon those charged with governance and determine the
fair valuation and identification of intangible assets in acquisition. •
Assessed the disclosures made in the Consolidated financial The Holding Company’s Board of Directors is responsible actions under the applicable laws and regulations.
statements.
Impairment of Goodwill (as described in Note 2C, Note 7 and Note 46 of the consolidated financial statements) for the other information. The other information comprises Responsibilities of Management for the Consolidated
and are affected by future market and economic the Directors’ report for Holding Company, but does not
The Group acquired certain businesses in the current year and conditions which are inherently uncertain, and because Our audit procedures included the following: include the consolidated financial statements and
earlier years which resulted in significant goodwill as at balance of the materiality of the balances our auditors’ report thereon, which we obtained prior to
• Assessed and tested the effectiveness of internal controls relating to
sheet amounting to ` 474.78 million. In accordance with Ind AS impairment evaluation process. the date of this auditors’ report, and the Annual report
36 ‘Impairment of Assets’, these balances are allocated to Cash other than Directors’ report of the Holding Company,
• Assessed the Group’s methodology applied in determining the (CGUs) to
Generating Units (CGUs) which are tested annually for impairment which goodwill is allocated. In making this assessment, we assessed which is expected to be made available to us after that
using discounted cash-flow models of each CGUs recoverable value competence, professional qualification, objectivity and independence of date.
compared to the carrying value of the assets. A deficit between Company’s external specialists involved in the process.
the recoverable value and the CGUs net assets would result in Our opinion on the consolidated financial statements does
• Assessed the assumptions around the key drivers of the cash flow forecasts
impairment. including expected growth rates.
not cover the other information and we will not express any
The Group’s disclosures are included in Note 2C, Note 7
form of assurance conclusion thereon.
• Involved our valuation specialist to assist in evaluating assumptions of
and Note 46 to the consolidated financial statements, which discount rates and terminal growth rates used in the valuation. In connection with our audit of the consolidated financial
outlines the accounting policy and give method and assumptions • Assessed the recoverable value headroom by performing sensitivity statements, our responsibility is to read the other
used for impairment testing. The inputs to the impairment testing testing of key assumptions used. information identified above when it becomes available
model which have the most significant impact on CGU recoverable • Compared the budgeted and actual performance for the year to and, in doing so, consider whether such other
value include projected revenue growth, budgeted operating margins evaluate the inputs and assumptions used in the cash flow forecasts. information is materially inconsistent with the
and operating cash-flows, pre-tax discount rates and terminal • Tested the arithmetical accuracy of the models. consolidated financial statements or our knowledge
value. obtained in the audit or otherwise appears to be
• Assessed the disclosures made in the Consolidated Financial
The annual impairment testing is considered a significant accounting Statements. materially misstated. If, based on the work we have
judgement and estimate and a key audit matter because performed on the other information that we obtained
the assumptions on which the tests are based are highly judgmental prior to the date of this auditors’ report, we conclude that
there is a material misstatement of this other information, financial position, consolidated financial performance of the companies included in the Group are responsible for
we are required to report that fact. We have nothing to Financial Statements including other comprehensive income, consolidated cash maintenance of adequate accounting records in accordance
report in this regard. The Holding Company’s Board of Directors is flows and consolidated statement of changes in equity of with the provisions of the Act for safeguarding of the assets
responsible for the preparation and presentation the Group in accordance with the accounting principles of the Group and for preventing and detecting frauds and
of these consolidated financial statements in generally accepted in India, including the Indian Accounting other irregularities; selection and application of appropriate
terms of the requirements of the Act that give a Standards (Ind AS) specified under section 133 of the Act accounting policies; making judgments and estimates that
true and fair view of the consolidated read with the Companies (Indian Accounting Standards) are reasonable and prudent; and the design, implementation
Rules, 2015, as amended. The respective Board of Directors and maintenance of adequate internal financial controls,
to the consolidated financial statements as a whole. that were operating effectively for ensuring the accuracy
For S.R. Batliboi & Associates LLP For V. C. Shah & Co.
Chartered Accountants Chartered Accountants
ICAI Firm Registration Number: ICAI Firm Registration Number:
101049W/E300004 109818W
Annexure 2 to the Independent Auditors’ Report of even date on the consolidated financial statements of FSN
E-Commerce Ventures Limited inadequate because of changes in conditions, or that established by the Holding Company considering
the degree of compliance with the policies or the essential components of internal control stated in
procedures may deteriorate. the Guidance Note issued by the ICAI.
Auditors’ Responsibility
Our responsibility is to express an opinion on the
Holding Company’s internal financial controls with
reference to these consolidated financial statements based
on our audit. We conducted our audit in accordance with
the Guidance Note and the Standards on Auditing as
specified under section 143(10) of the Act, to the
extent applicable to an audit of internal financial
controls, both issued by ICAI. Those Standards and the
Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate
internal financial controls with reference to these
consolidated financial statements was established and
maintained and if such controls operated effectively in
all material respects.
Our audit involves performing procedures to obtain audit
evidence about the adequacy of the internal
For S.R. Batliboi & Associates LLP 101049W/E300004 Membership Number: 212230 Membership Number: 42649
Chartered Accountants UDIN: 22212230AJTCOV2314 UDIN: 22042649AJTUDB5591
ICAI Firm Registration Number: per Vineet Kedia Place: Mumbai Place: Mumbai
Number: Partner Date: May 27, 2022 Date: May 27, 2022
CONSOLIDATED
for the year ended March 31, 2022
EQUITY
CONSOLIDATED STATEMENT OF CHANGES IN
266 |
B. Other equity
Equity attributable to equity holders of the
parent
Instruments Foreign Non
Reserves & Surplus
Share
Particulars classified as application Surplus/ Employee share Currency Other Total other -controlling Total
Equity money pending
(Deficit) in Securities Capital options scheme Other reserves Translation Comprehensive equity interest
allotment statement of premium reserve reserve Income (OCI)
Reserve
profit and
loss
As at April 01, 2020 2.06 0.24 (1,609.08) 4,572.26 - 109.83 - - 3.24 3,078.55 7.37 3,085.92
Net Profit for the year - - 615.52 - - - - - - 615.52 0.96 616.48
Other comprehensive income - - - - - - - - (21.81) (21.81) 0.01 (21.80)
Total comprehensive income - - 615.52 - - - - - (21.81) 593.71 0.97 594.68
Issue during the year 1.21 - - - - - - - - 1.21 - 1.21
Securities premium on issue of shares - - - 1,035.68 - - - - - 1,035.68 - 1,035.68
Shares allotted during the year - (0.24) - 71.76 - (71.76) - - - (0.24) - (0.24)
Addition during the year - - - - - 52.61 - - - 52.61 - 52.61
ESOP lapse - - 1.31 - - (1.31) - - - - - -
Share issue expense - - - (13.12) - - - - - (13.12) - (13.12)
As at March 31, 2021 3.27 - (992.25) 5,666.58 - 89.37 - - (18.57) 4,748.39 8.34 4,756.73
WE ARE
WHO
Equity attributable to equity holders of the
parent
Instruments Foreign Non
Reserves & Surplus
Share
Particulars classified as application Surplus/ Employee share Currency Other Total other -controlling Total
Equity money pending
(Deficit) in Securities Capital options scheme Other reserves Translation Comprehensive equity interest
allotment statement of premium reserve reserve Income (OCI)
Reserve
profit and
loss
Net Profit for the year - - 410.75 - - - - - - 410.75 2.13 412.88 WE DID
Other comprehensive income - - - - - - - 0.53 5.04 5.57 (0.01) 5.56 WHAT
Total comprehensive income - - 410.75 - - - - 0.53 5.04 416.32 2.12 418.44
Securities premium utilised on issue
- - - (311.36) - - - - - (311.36) - (311.36)
of bonus shares
Securities premium on issue of shares - - - 8,975.26 - - - - - 8,975.26 - 8,975.26
Addition during the year 1.50 8,983.60 - - - 143.10 - - - 9,128.20 - 9,128.20
CREATE VALUE
HOW DO WE
Shares allotted during the year - (8,982.95) - 76.52 - (76.52) - - - (8,982.95) - (8,982.95)
Financial liability for acquisition
- - - - - (1,222.26) - (1,222.26) 479.70 (742.56)
through Put Option
Adjustment for NCI's carrying value
- - - - - - 434.01 - - 434.01 (434.01) -
for Put Option
Forefeiture of OCRPS (4.77) - - (0.10) 0.36 - - - - (4.51) - (4.51)
Share issue expense - - - (256.22) - - - - - (256.22) - (256.22)
As at March 31, 2022 - 0.65 (581.50) 14,150.68 0.36 155.95 (788.25) 0.53 (13.53) 12,924.89 56.15 12,981.04
NYKAA
WHY
INTEGRATED REPORT 2021-22 |
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
1. Corporate Information basis, except for certain assets and liabilities that are Assets, liabilities, income and expenses of a subsidiary
from
The consolidated financial statements comprise measured at fair values at the end of each acquired or disposed of during the period/year are
financial statements of FSN E-Commerce Ventures reporting period, as explained in the accounting included in the consolidated financial statements from
Limited (formerly known as FSN E-Commerce policies below. Historical cost is generally based on the date the Group gains control until the date
Ventures Private Limited, the ‘Company’ or ‘Parent’ or the fair value of the consideration given in the Group ceases to control the subsidiary.
‘Holding Company’) and its subsidiaries (collectively, exchange for goods and services.
the ‘Group’) for the year ended March 31, Consolidated financial statements are prepared using
uniform accounting policies for like transactions
2022. The Company is a public company 2B. Basis of Consolidation
incorporated and domiciled in India. The and other events in similar circumstances. If a
The consolidated financial statements comprise member of the Group uses accounting policies
registered office of the Company is located at 104, the financial statements of the Company and
Vasan Udyog Bhavan. Sun Mill compound, Tulsi other than those adopted in the consolidated
its subsidiaries as at March 31, 2022. Control is financial statements for like transactions and events
Pipe Road, Lower Parel, Mumbai - 400013. achieved when the Group is exposed, or has rights, to in similar circumstances, appropriate adjustments
The Company has converted from a Private Limited variable returns from its involvement with the investee are made to that Group member’s financial
Company to a Public Limited Company, pursuant to a and has the ability to affect those returns through its statements in preparing the consolidated
special resolution passed in the extraordinary general power over the investee. Specifically, the Group financial statements to ensure conformity with
meeting of the shareholders of the Company held controls an investee if and only if the Group has: the Group’s accounting policies.
on July 16, 2021 and consequently the name of the • Power over the investee (i.e. existing rights
Company has changed to FSN E-Commerce Ventures The financial statements of all entities used for the
that give it the current ability to direct the purpose of consolidation are drawn up to
Limited vide fresh certificate of incorporation relevant activities of the investee)
issued by ROC on July 28, 2021. The same reporting date as that of the parent
Company has completed its Initial Public Offer • Exposure, or rights, to variable returns from its company, i.e., twelve months ended March 31,
(IPO) during the year and accordingly the involvement with the investee, and 2022. When the end of the reporting period of the
Company is listed on National Stock Exchange parent is different from that of a subsidiary, the
• The ability to use its power over the investee subsidiary prepares, for consolidation purposes,
(NSE) and Bombay Stock Exchange (BSE) on to affect its returns
November 10, 2021. additional financial information as of the same
Generally, there is a presumption that a date as the financial statements of the parent
The Group is engaged in the business of manufacturing, majority of voting rights result in control. To to enable the parent to consolidate the financial
selling & distribution of beauty, wellness, support this presumption and when the Group information of the subsidiary, unless it is
fitness, personal care, health care, skin care, has less than a majority of the voting or similar impracticable to do so.
hair care products, fashion garments, fashion rights of an investee, the Group considers all
accessories and equipments on the online portals or relevant facts and circumstances in assessing Consolidation procedure:
websites such as e-commerce, m-commerce, whether it has power over an investee, including: a) Like items of assets, liabilities, equity, income,
internet, intranet as well as through physical stores, expenses and cash flows of the parent
stalls, general trade and modern trade etc. • The contractual arrangement with the other vote
are combined with those of its subsidiaries.
holders of the investee
The Board of Directors approved the consolidated For this purpose, income and expenses of the
financial statements for the year ended March • Rightsarisingfromothercontractualarrangements subsidiary are based on the amounts of the
31, 2022 and authorised for issue on May 27, assets and liabilities recognised in the
• The Group’s voting rights and potential
2022. consolidated financial statements at the
voting rights
acquisition date.
2A. Basis of preparation • The size of the Group’s holding of voting rights
b) Offset (eliminate) the carrying amount of
relative to the size and dispersion of the holdings
i) Statement of compliance: the parent’s investment in each subsidiary and
of the other voting rights holders.
the parent’s portion of equity of each
These consolidated financial statements have been • Any additional facts and circumstances subsidiary. Business combinations policy
prepared in accordance with Indian that indicate that the Group has, or does explains how to account for any related
Accounting Standards (referred to as “Ind AS”), as not have, the current ability to direct the goodwill.
prescribed under Section 133 of the relevant activities at the time that decisions
Companies Act, 2013 (the “Act”) read with Rule 3 c) Eliminate in full intragroup assets and liabilities,
need to be made, including voting patterns
of the Companies (Indian Accounting Standards) equity, income, expenses and cash flows relating
at previous shareholders’ meetings.
Rules, 2015 (as amended from time to time) and to transactions between entities of the Group
presentation requirements of Division II of The Group re-assesses whether or not it controls (profits or losses resulting from intragroup
Schedule III to the Companies Act, 2013, (Ind AS an investee if facts and circumstances indicate that transactions that are recognised in assets, such as
compliant Schedule III, as amended). there are changes to one or more of the three inventory and fixed assets, are eliminated in full).
elements of control. Consolidation of a subsidiary Intragroup losses may indicate an impairment
ii) Historical cost convention: begins when the Group obtains control over the that requires recognition in the consolidated
The consolidated financial statements have been subsidiary and ceases when the Group loses control financial statements. Ind AS 12 “Income Taxes”
prepared on a historical cost convention on accrual of the subsidiary. applies to temporary differences that arise
the elimination of profits and between members of the Group are translation differences recognised in OCI to profit or loss or
losses resulting from intragroup eliminated in full on consolidation. recorded in equity transferred directly to retained earnings, if
transactions. required by other Ind ASs as would be
A change in the ownership interest of a • Recognises the fair value of
required if the Group had directly disposed of
Profit or loss and each component of subsidiary, without a loss of control, is the consideration received
the related assets or liabilities
other comprehensive income (OCI) are accounted for as an equity transaction.
• Recognises the fair value of
attributed to the equity holders of the If the Group loses control over a
any investment retained 2C. Summary of significant accounting policies:
parent of the Group and to the non- subsidiary, it:
controlling interests, even if this results in • Recognises any surplus or deficit in profit or a) Business combinations and goodwill
• Derecognises the assets (including
the non-controlling interests having a loss
goodwill) and liabilities of the Business combinations are accounted for using
deficit balance. When necessary,
subsidiary at their carrying amounts • Recognise that distribution of the acquisition method. The cost of an acquisition
adjustments are made to the financial
at the date when control is lost shares of subsidiary to Group in is measured as the aggregate of the consideration
statements of subsidiaries to bring their
Group’s capacity as owners transferred measured at acquisition date
accounting policies into line with the Group’s • Derecognises the carrying amount of
fair value and the amount of any non-
accounting policies. All intragroup assets any non- controlling interests • Reclassifies the parent’s share of
controlling interests in the acquiree.
and liabilities, equity, income, expenses components previously
• Derecognises the cumulative Acquisition-related
and cash flows relating to transactions
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
Intangible assets with indefinite useful lives impairment losses. Amortisation of the asset
complete, and the asset is available for use. It is loss was recognised. The reversal is limited so that the
are not amortised, but are tested for begins when development is
amortised over the period of expected future carrying amount of the asset does not exceed its
impairment annually, either individually or
benefit. Amortisation expense is recognised in recoverable amount, nor exceed the carrying amount
at the cash- generating unit level. The
the statement of profit and loss unless such that would have been determined, net of
assessment of indefinite life is reviewed annually
expenditure forms part of carrying value of depreciation, had no impairment loss been
to determine whether the indefinite life
another asset. During the period of development, recognised for the asset in prior years. Such
continues to be supportable. If not, the
the asset is tested for impairment annually. reversal is recognised in the statement of profit or
change in useful life from indefinite to finite
loss unless the asset is carried at a revalued
is made on a prospective basis.
e) Impairment of non-financial assets amount, in which case, the reversal is treated as a
An intangible asset is derecognised upon disposal The carrying amounts of assets are reviewed at revaluation increase.
(i.e., at the date the recipient obtains control) each balance sheet date. If there is any indication of
or when no future economic benefits are impairment based on internal / external f) Inventory
expected from its use or disposal. Any gain or factors, an impairment loss is recognised, i.e. Inventories are valued at the lower of cost and net
loss arising upon derecognition of the asset wherever the carrying amount of an asset realisable value.
(calculated as the difference between the net exceeds its recoverable amount. The recoverable
disposal proceeds and the carrying amount of the Costs incurred in bringing each product to its
amount is the greater of the assets net selling
asset) is included in the statement of profit or present location and condition are accounted for as
price and value in use. Recoverable amount is
loss. follows:
determined for an individual asset, unless the
asset does not generate cash inflows that are - Raw materials: Cost includes cost of
Amortisation of intangible assets: largely independent of those from other assets or purchase and other costs incurred in
Intangible assets are amortised on straight line groups of assets. When the carrying amount of an bringing the inventories to their present
basis as per the following useful lives: asset or CGU exceeds its recoverable amount, the location and condition. Cost is determined on
asset is considered impaired and is written down first in, first out basis.
Intangible asset Useful lives (in years)
to its recoverable amount.
- Finished goods and work in progress:
Trade Mark 5 - 15
In assessing value in use, the estimated future Cost includes cost of direct materials and
Business application 3 cash flows are discounted to their present labour and a proportion of manufacturing
development (Internally value using a pre-tax discount rate that reflects overheads based on the normal operating
generated) current market assessments of the time value of capacity but excluding borrowing costs.
Website 3 money and the risks specific to the asset. Cost is determined on first in, first out basis.
Software 3 After impairment, depreciation is provided on the
- Traded goods: Cost includes cost of purchase and
revised carrying amount of the asset over its
other costs incurred in bringing the
remaining useful life.
Research and development costs inventories to their present location and
Research costs are expensed as The Group bases its impairment calculation on condition. Cost is determined on first in,
incurred. Development expenditures on an most recent budgets and forecast calculations, first out basis.
individual project are recognised as an which are prepared for the Group’s CGUs to
Net realisable value is the estimated selling price in
intangible asset when the Group can which the individual assets are allocated. These
the ordinary course of business, less estimated costs
demonstrate: budgets and forecast calculations generally cover a
of completion necessary to make the sale.
period of five years. A long-term growth rate is
- The technical feasibility of completing the calculated and applied to project future cash An inventory provision is recognised for cases
intangible asset so that the asset will flows after the fifth year. where the net realisable value is estimated to be
be available for use or sale lower than the inventory carrying value. The
- Its intention to complete and its ability and Impairment losses are recognised in the net realisable value is estimated taking into account
intention to use or sell the asset statement of profit and loss. various factors, including obsolescence of material
For assets excluding goodwill, an assessment is due to design change, unserviceable items i.e.
- How the asset will generate future made at each reporting date to determine items which cannot be used due to
economic benefits whether there is an indication that previously deterioration in quality or due to shelf life or
- The availability of resources to complete recognised impairment losses no longer exist or damaged in storage and ageing of material i.e.
the asset have decreased. If such indication exists, the slow moving/non-moving prevailing sales prices of
Group estimates the asset’s or CGU’s recoverable inventory.
- The ability to measure reliably the amount. A previously recognised impairment loss
expenditure during development is reversed only if there has been a change in the g) Leases
Following initial recognition of the assumptions used to determine the asset’s The Group assesses at contract inception
development expenditure as an asset, the recoverable amount since the last impairment whether a contract is, or contains, a lease. That
asset is carried at cost less any
accumulated amortisation and accumulated
is, if the contract conveys the right to The Group recognises right-of-use incentives received. The right-of-use assets are also
control the use of an identified asset assets at the commencement date subject to impairment. Refer to the
Right-of-use assets are depreciated
for a period of time in exchange for of the lease (i.e., the date the accounting policies in section (e)
on a straight-line basis over the
consideration. underlying asset is available for Impairment of non- financial assets.
shorter of the lease term and the
use). Right-of-use assets are
estimated useful lives of the assets,
Group as a lessee: measured at cost, less any ii. Lease liabilities:
as follows:
The Group applies a single accumulated depreciation and At the commencement date of the
recognition and measurement impairment losses, and adjusted for - Right of use for lease, the Group recognises lease
approach for all leases, except for any remeasurement of lease warehouse/offices/ stores 3 liabilities measured at the present
short-term leases and leases of low- liabilities. to 9 years value of lease payments to be made
value assets. The Group recognises The cost of right-of-use assets If ownership of the leased asset over the lease term. The lease payments
lease liabilities to make lease payments includes the amount of lease transfers to the Group at the end of include fixed payments (including in-
and right-of-use assets representing liabilities recognised, initial direct the lease term or the cost reflects the substance fixed payments) less any lease
the right to use the underlying assets. costs incurred, and lease exercise of a purchase option, incentives receivable, variable lease
payments made at or before the depreciation is calculated using the payments that depend on an index or a
i. Right-of-use assets commencement date less any lease estimated useful life of the asset. rate, and amounts expected to be paid
under residual value guarantees. The lease
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
payments also include the exercise price of Initial recognition and measurement: at amortised cost, fair value through other (FVTOCI) with recycling of cumulative gains and
a purchase option reasonably certain to be All Financial assets and liabilities are comprehensive income (OCI), and fair losses (debt instruments)
exercised by the Group and payments of classified, at initial recognition, as value through profit or loss.
penalties for terminating the lease, if the subsequently measured • Financial assets designated at fair value
lease term reflects the Group exercising through OCI with no recycling of cumulative
Financial Assets
the option to terminate. Variable gains and losses upon derecognition (equity
lease payments that do not depend on The classification of financial assets at instruments)
an index or a rate are recognised as initial recognition depends on the financial
asset’s contractual cash flow characteristics • Financial assets at fair value though profit or loss
expenses (unless they are incurred to
produce inventories) in the period in which and the Group’s business model for managing
them. With the exception of trade receivables Financial assets at amortised cost (debt instruments)
the event or condition that triggers the
payment occurs. that do not contain a significant financing A ‘financial asset’ is measured at the amortised cost if both
component or for which the Group has applied the following conditions are met:
In calculating the present value of the practical expedient, the Group initially
lease payments, the Group uses its a) The asset is held within a business model whose
measures a financial asset at its fair value plus,
incremental borrowing rate at the lease objective is to hold assets for collecting contractual
in the case of a financial asset not at fair value
commencement date because the interest cash flows, and
through profit or loss, transaction costs. Trade
rate implicit in the lease is not readily receivables that do not contain a significant b) Contractual terms of the asset give rise on specified
determinable. After the commencement financing component or for which the Group dates to cash flows that are solely payments of principal
date, the amount of lease liabilities is has applied the practical expedient are and interest (SPPI) on the principal amount
increased to reflect the accretion of measured at the transaction price as outstanding.
interest and reduced for the lease disclosed in section (i(I)) Revenue from
payments made. In addition, the carrying Financial assets at amortised cost are subsequently
contracts with customers.
amount of lease liabilities is remeasured measured using the effective interest (EIR) method
if there is a modification, a change in In order for a financial asset to be classified and and are subject to impairment. Gains and losses are
the lease term, a change in the lease measured at amortised cost or fair value through recognised in profit or loss when the asset is derecognised,
payments (e.g., changes to future OCI, it needs to give rise to cash flows modified, or impaired.
payments resulting from a change in an that are ‘solely payments of principal and
The Group’s financial assets at amortised cost includes
index or rate used to determine such lease interest (SPPI)’ on the principal amount
trade and other receivables and loans to employees.
payments) or a change in the assessment of outstanding. This assessment is referred to
an option to purchase the underlying as the SPPI test and is performed at an
Financial assets at fair value through other comprehensive
asset. instrument level. Financial assets with cash
income (FVTOCI) (debt instruments)
flows that are not SPPI are classified and
iii. Short term leases and leases of low measured at fair value through profit or loss, A ‘financial asset’ is classified as at the FVTOCI if both of the
value assets: irrespective of the business model. following criteria are met:
The Group applies the short-term a) The objective of the business model is achieved
Financial Liabilities both by collecting contractual cash flows and selling the
lease recognition exemption to its
short-term leases of property (i.e., those Financial liabilities are classified, at initial financial assets, and
leases that have a lease term of 12 recognition, as financial liabilities at fair value
b) The asset’s contractual cash flows represent
months or less from the commencement through profit or loss, loans and borrowings,
SPPI.
date and do not contain a purchase payables, or as derivatives designated as hedging
option). It also applies the lease of low- instruments in an effective hedge, as appropriate. Debt instruments included within the FVTOCI category are
value assets recognition exemption to measured initially as well as at each reporting date at fair value.
All financial liabilities are recognised initially at
leases where the underlying asset is For debt instruments, at fair value through OCI, interest
fair value and, in the case of loans and borrowings,
considered to be low value. income, foreign exchange revaluation and impairment
net of directly attributable transaction costs.
losses or reversals are recognised in the profit or loss and
Lease payments on short-term leases computed in the same manner as for financial assets measured
and leases of low-value assets are Subsequent measurement:
at amortised cost. The remaining fair value changes are
recognised as expense on a straight-line recognised in OCI. Upon derecognition, the cumulative fair
basis over the lease term.
i. Financial assets
For purposes of subsequent measurement,
h) Financial Instruments financial assets are classified in
four categories:
A financial instrument is any contract that
gives rise to a financial asset of one entity and a • Financial assets at amortised cost
financial liability or equity instrument of (debt instruments)
another entity.
• Financial assets at fair value through
other comprehensive income
value changes recognised in OCI is and losses on these financial Financial assets at fair value through Profit or Loss
reclassified from the equity to profit assets are never recycled to through profit or loss (FVTPL) Financial liabilities at fair value through profit
or loss. profit or loss. Dividends are Financial assets are measured at fair or loss include financial liabilities held for
recognised as other income in the value through profit or loss unless trading and financial liabilities designated upon
Financial Assets designated at fair statement of profit and loss when it measured at amortised cost or initial recognition as at fair value through profit
value through OCI (equity the right of payment has been fair value through other or loss.
instruments) established, except when the comprehensive income on initial
Group benefits from such proceeds Financial liabilities designated upon initial
Upon initial recognition, the Group recognition. The transaction cost
as a recovery of part of the cost of recognition at fair value through profit or
can elect to classify irrevocably its directly attributable to the
the financial asset, in which case, loss are designated as such at the initial
equity investments as equity acquisition of financial assets
such gains are recorded in date of recognition, and only if the criteria
instruments designated at fair value and liabilities at fair value through
OCI. Equity instruments in Ind AS 109 are satisfied. For liabilities
through OCI when they meet the profit or loss are immediately
designated at fair value designated as FVTPL, fair value gains/
definition of equity under Ind AS 32 recognised in the statement of
through OCI are not subject to losses attributable to changes in own credit
Financial Instruments: Presentation profit and loss.
impairment assessment. The risk are recognised in OCI. These gains/
and are not held for trading. The
Group elected to classify losses are not subsequently transferred to
classification is determined on an ii. Financial liabilities
irrevocably its non- listed equity P&L. However, the Group may transfer the
instrument- by-instrument basis. Gains
investments under this category. Financial liabilities at fair value cumulative gain or loss within equity.
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
All other changes in fair value of such liability are advances etc.
• The rights to receive cash flows from the The Group assesses on a forward looking basis the
recognised in the statement of profit or loss.
asset have expired, or expected credit losses associated with its assets
carried at amortised cost and FVOCI debt
Financial liabilities at amortised cost (loans • The Group has transferred its rights
instruments. The impairment methodology applied
and borrowings) to receive cash flows from the asset or
depends on whether there has been a significant
Financial liabilities are measured at amortised has assumed an obligation to pay the
increase in credit risk.
cost at the end of subsequent accounting received cash flows in full without
periods. The carrying amounts of financial material delay to a third party under a Trade receivables are written off when there is no
liabilities that are subsequently measured at ‘pass-through’ arrangement and reasonable expectation of recovery
amortised cost are determined based on either (a) the Group has transferred
the effective interest method. substantially all the risks and rewards of Offsetting of financial instruments
the asset, or (b) the Group has neither Financial assets and financial liabilities are offset and
The effective interest method is a method transferred nor retained substantially the net amount is reported in the balance sheet if
of calculating the amortised cost of a all the risks and rewards of the asset, there is a currently enforceable legal right to offset the
financial liability and of allocating interest but has transferred control of the recognised amounts and there is an intention to
expense over the relevant period. The asset settle on a net basis, to realise the assets and
effective interest rate is the rate that exactly
On derecognition of a financial asset, the settle the liabilities simultaneously.
discounts estimated future cash payments
(including all fees and points paid or received difference between the asset’s carrying amount
and the sum of the consideration received and i) Revenue recognition:
that form an integral part of the effective interest
rate, transaction costs and other premiums or receivable and the cumulative gain or loss that
Revenue from contracts with customers
discounts) through the expected life of the had been recognised in other comprehensive
income and accumulated in equity is recognised Revenue from contracts with customers is
financial liability, or (where appropriate) a
in statement of profit and loss if such gain recognised when control of the goods or services are
shorter period, to the net carrying amount on
or loss would have otherwise been recognised transferred to the customer at an amount that
initial recognition.
in statement of profit and loss on disposal of reflects the consideration to which an entity
Financial guarantee contracts issued by the that financial asset. expects to be entitled in exchange for
Group are those contracts that require a transferring goods or services to a customer.
payment to be made to reimburse the holder Financial Liabilities Revenue is measured at the fair value of the
for a loss it incurs because the specified
A financial liability is derecognised when consideration received or receivable, taking into
debtor fails to make a payment when due in
the obligation under the liability is account contractually defined terms of payment and
accordance with the terms of a debt
discharged or cancelled or expires. When an excluding taxes or duties collected on behalf of the
instrument. Financial guarantee contracts are
existing financial liability is replaced by government.
recognised initially as a liability at fair value,
another from the same lender on
adjusted for transaction costs that are The Group identifies the performance
substantially different terms, or the terms of
directly attributable to the issuance of the obligations in its contracts with customers and
an existing liability are substantially
guarantee. Subsequently, the liability is recognises revenue as and when the performance
modified, such an exchange or
measured at the higher of the amount of loss obligations are satisfied. The specific recognition
modification is treated as the derecognition
allowance determined as per impairment criteria described below must also be met before
of the original liability and the recognition of a
requirements of Ind AS 109 and the revenue is recognised.
new liability. The difference in the respective
amount recognised less when appropriate, the
carrying amounts is recognised in the
cumulative amount of income recognised in
statement of profit or loss.
Sale of products:
accordance with the principles of Ind AS Revenue is recognised upon transfer of control of
115. promised products to customer in an amount that
Impairment of financial assets:
The Group’s financial liabilities include reflects the consideration which the Group
In accordance with Ind AS 109, the Group applies
trade and other payables, loans and expects to receive in exchange for products.
simplified expected credit loss (ECL) model for
borrowings including bank overdrafts, and Revenue from the sale of products is recognised
measurement and recognition of impairment
derivative financial instruments. when products are delivered to customer.
loss on the following financial assets and
Revenue is measured based on the transaction price,
credit risk exposure:
Derecognition which is the consideration, adjusted for volume
a) Trade receivables or any contractual right to discounts, rebates, scheme allowances, price
Financial Assets receive cash or another financial asset that concessions, incentives, and returns, if any, as
A financial asset (or, where applicable, a part result from transactions that are within the specified in the contracts with the customers.
of a financial asset or part of a group of similar scope of Ind AS 115
Contacts where the Group’s obligation is to
financial assets) is primarily derecognised (i.e., b) Investments arrange for the provision of goods and services
removed from the Group’s statement of financial
position) when: c) Other financial assets such as deposits,
by another party, the Group recognises financing component in the contract. - Revenue from sale of online provide a material right to the customer. A
revenue in the amount of the advertisements is recognised based portion of the transaction price is allocated
commission to which it expects to Rendering of services: on output method and the Group to the reward points awarded to
be entitled in exchange for arranging Income from services are recognised as applies the practical expedient to customers based on relative stand-alone
for the provision of goods and and when the services are rendered. recognise advertising revenue in the selling price and recognised as a contract
services. amount to which the Group has a liability until the points are redeemed.
Marketing Support Revenue right to invoice upon rendering of Revenue is recognised upon redemption of
Revenue excludes taxes collected
services. points by the customer.
from customers on behalf of the - Advertising revenue is
government. Accruals for derived from displaying web and When estimating the stand-alone selling price
Reward points programme
discounts/incentives and returns are application based banner ads and of the reward points, the Group considers the
estimated (using the most likely sale of online advertisements. The Group has a reward points programme likelihood that the customer will redeem
method) based on accumulated Revenue from banner which allows customers to accumulate the points. The Group updates its estimates of
experience and underlying schemes advertisement is recognised points that can be redeemed against the points that will be redeemed on an annual
and agreements with customers. Due pro rata over the period of future purchases of products at discounted basis and any adjustments to the contract
to the short nature of credit period display of advertisement as per prices. The reward points give rise to a liability balance are charged against revenue.
given to customers, there is no contract. separate performance obligation as they
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
ii. Contract balances: specific to the liability. When discounting is used, based payment transactions, whereby employees
the increase in the provision due to the passage
- Contract assets of time is recognised as a finance cost.
A contract asset is the right to consideration in Provisions are reviewed at each balance sheet
exchange for products or services transferred date and adjusted to reflect the current
to the customer. If the Group performs by best estimates.
transferring products or services to a customer
before the customer pays consideration or before l) Foreign currency transactions
payment is due, a contract asset is recognised for
the earned consideration that is conditional. Functional and presentation currency
The consolidated financial statements are
- Trade receivables presented in Indian Rupees (Rs.), which is the
A receivable represents the Group’s right to an functional currency of each entity of the Group
amount of consideration that is unconditional and the currency of the primary economic
(i.e., only the passage of time is required environment in which the Group operates.
before payment of the consideration is due).
Refer to accounting policies of financial assets Foreign currency transactions and balances
in section
(i) Initial recognition
- Financial instruments – initial recognition and
subsequent measurement. Foreign currency transactions are recorded
in the reporting currency, by applying
- Contract liabilities to the foreign currency amount the
exchange rate between the reporting
A contract liability is the obligation to transfer
currency and the foreign currency at
goods or services to a customer for which the
the date of the transaction.
Group has received consideration (or an amount
of consideration is due) from the customer. If a
(ii) Conversion
customer pays consideration before the Group
transfers goods or services to the customer, a Foreign currency monetary items are
contract liability is recognised when the payment retranslated using the exchange rate
is made or the payment is due (whichever prevailing at the reporting date. Non-
is earlier). Contract liabilities are monetary items, which are measured
recognised as revenue when the Group in terms of historical cost denominated in
performs under the contract. a foreign currency, are reported using
the exchange rate at the date of the
j) Interest income: transaction. Non-monetary items, which
are measured at fair value or other
Interest income is accrued on time basis,
similar valuation denominated in a
by reference to the principle outstanding and
foreign currency, are translated using
using the effective interest rate method.
the exchange rate at the date when such
Interest income is included under the
value was determined.
head “Other income” in the statement of
profit and loss.
(iii) Exchange differences
k) Provisions Exchange differences arising on settlement
or translation of other monetary items
A provision is recognised when the Group has a
or on reporting monetary items at
present legal or constructive obligation as a result
rates different from those at which
of past event, and it is probable that an outflow
they were initially recorded during the
of resources embodying economic benefits will
period/year, or reported in previous
be required to settle the obligation and a reliable
financial statements, are recognised as
estimate can be made of the amount of
income or as expenses in the statement
the obligation. The expense relating to a
of profit and loss in the period/year in
provision is presented in the statement of profit
which they arise.
and loss.
If the effect of the time value of money is material, m) Share Based payment
provisions are discounted using a current pre-tax Employees (including senior executives) of the
rate that reflects, when appropriate, the risks Group receive remuneration in the form of share
render services as consideration for beneficial to the employee as measured at The gratuity benefits are unfunded.
equity instruments (equity-settled the date of modification. Where an award is Post-employment benefits
Gratuity liability is provided for on the basis
transactions). cancelled by the entity or by the i. Defined Contribution Plans: of an actuarial valuation on projected unit
counterparty, any remaining element of
The cost of equity-settled transactions is Retirement benefit in the form of credit method made at the end of
the fair value of the award is expensed
determined by the fair value at the date when Provident Fund is a defined each financial period/year. The present
immediately through profit or loss.
the grant is made using an appropriate valuation contribution scheme and the value of the defined benefit obligation is
model. That cost is recognised, together with The dilutive effect of outstanding options contributions are charged to the determined by discounting the estimated
a corresponding increase in share is reflected as additional share dilution in Statement of Profit and Loss of the future cash outflows by reference to market
Options outstanding reserves in equity, over the the computation of diluted earnings per share. period/ year when the contribution yields at the end of the reporting period on
period in which the performance and/or service to the funds is due. There are no government bonds that have terms
conditions are fulfilled in employee benefits n) Post-employment and other employee benefits other obligations other than the approximating to the terms of the related
expense. The cumulative expense contribution payable to the fund. The obligation.
recognised for equity- settled transactions at Short term employee benefits Group recognises contribution Net interest is calculated by applying the
each reporting date until the vesting date All short term employee benefits such as salaries, payable to the provident fund scheme discount rate to the net defined
reflects the extent to which the vesting period incentives, medical benefits which are expected as expenditure, when an employee benefit liability. The Group recognises the
has expired and the Group’s best estimate of to be settled wholly within 12 months after the renders the related service. following changes in the net defined benefit
the number of equity instruments that will end of the period in which the employee renders
obligation as an expense in the
ultimately vest. The statement of profit and loss the related services which entitles him to avail ii. Defined Benefit statement of profit and loss:
expense or credit for a period represents the such benefits are recognised on an undiscounted Plans Gratuity
movement in cumulative expense recognised as basis and charged to the statement of - Service costs comprising current
at the beginning and end of that period and is profit and loss. The Group have an obligation service costs, past-service costs, gains
recognised in employee benefits expense. towards gratuity, a defined benefit and losses on curtailments and non-
plan covering eligible employees. The routine settlements; and
When the terms of an equity-settled award are plan provides for a lump-sum payment
modified, the minimum expense to vested employees at retirement, - Net interest expense or income
recognised is the expense had the terms death while in employment or on Re-measurements, comprising of actuarial
had not been modified, if the original terms of termination of employment of an gains and losses, excluding amounts included
the award are met. An additional expense is amount equivalent to 15 days salary in net interest on the net defined
recognised for any modification that payable for each completed year of benefit liability, are recognised
increases the total fair value of the share- service. Vesting occurs upon immediately in the
based payment transaction or is otherwise completion of five years of service.
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
balance sheet with a corresponding debit or is required in establishing fair values. External
The principal or the most advantageous assets and liabilities. The management selects external
credit to retained earnings through ‘Other valuers are involved for valuation of significant
market must be accessible by the Group. valuer on various criteria such as market knowledge,
comprehensive income’ in the period
reputation, independence and whether professional
in which they occur. Re- The fair value of an asset or a liability is
standards are maintained by valuer. The management
measurements are not reclassified to measured using the assumptions that market
decides, after discussions with the Group’s external
profit or loss in subsequent periods. participants would use when pricing the
valuers, which valuation techniques and inputs to use for
asset or liability, assuming that market
Compensated absences each case.
participants act in their economic best
The Group provides for the encashment interest. For the purpose of fair value disclosures, the Group
of leave or leave with pay subject to has determined classes of assets and liabilities on the
certain rules. The employees are entitled The Group uses valuation techniques that are
basis of the nature, characteristics and risks of the asset
to accumulate leave subject to certain appropriate in the circumstances and for which
or liability and the level of the fair value hierarchy as
limits, for future encashment. The liability sufficient data are available to measure fair value,
explained above.
is provided based on the number of days of maximising the use of relevant observable inputs
unutilised leave at each balance sheet date and minimising the use of unobservable
q) Income taxes
on the basis of an independent actuarial inputs.
Tax expense comprises current and deferred tax.
valuation using the projected unit All assets and liabilities for which fair value is
credit method at the reporting date. measured or disclosed in the financial statements Current income tax
Actuarial gains/losses are immediately are categorised within the fair value hierarchy,
taken to the statement of profit and loss Current income-tax is measured at the amount
described as follows, based on the lowest
and are not deferred. The obligations are expected to be paid to the tax authorities in
level input that is significant to the fair
presented as current liabilities in the accordance with the Income-tax Act, 1961
value measurement as a whole:
balance sheet if the entity does not have enacted in India and tax laws prevailing in the
an unconditional right to defer the • Level 1 — Quoted (unadjusted) respective tax jurisdictions where the Group
settlement for at least 12 months after the market prices in active markets for identical operates.
reporting date, regardless of when the assets or liabilities
actual settlement. Deferred tax
• Level 2 — Valuation techniques for
which the lowest level input that is Deferred tax is provided using the liability method
o) Borrowing cost: significant to the fair value measurement on temporary differences between the tax bases of assets
Borrowing cost directly attributable to the is directly or indirectly observable and liabilities and their carrying amounts for financial
acquisition, construction or production of reporting purposes at the reporting date.
• Level 3 — Valuation techniques for
an asset that necessarily takes a substantial Deferred tax liabilities are recognised for all
which the lowest level input that is
period of time to get ready for its intended use taxable temporary differences. Deferred tax assets
significant to the fair value measurement is
or sale are capitalised as part of the cost of the are recognised for all deductible temporary differences and
unobservable
respective asset. All other borrowing costs are the carry forward of any unused tax losses. Deferred tax
expensed in the period they are incurred. For assets and liabilities that are recognised in assets are recognised to the extent that it is probable
Borrowing cost includes interest, amortisation the financial statements on a recurring basis, that taxable profit will be available against which the
of ancillary costs incurred in connection with the Group determines whether transfers have deductible temporary differences, and the carry forward
the arrangement of borrowing to the extent occurred between levels in the hierarchy by re- of unused tax losses can be utilised.
they are regarded as adjustment to the assessing categorisation (based on the lowest
interest cost. level input that is significant to the fair The carrying amount of deferred tax assets is reviewed
value measurement as a whole) at the end at each reporting date and reduced to the extent that it
p) Fair value measurement: of each reporting period. The management is no longer probable that sufficient taxable profit will
assessed that cash and cash equivalents, trade be available to allow all or part of the deferred tax asset to
Fair value is the price that would be received to sell
receivables, advances, trade payables, bank be utilised. Unrecognised deferred tax assets are re-assessed
an asset or paid to transfer a liability in an orderly
overdraft and other financial liabilities at each reporting date and are recognised to the extent
transaction between market participants at the
approximate their carrying amounts that it has become probable that future taxable profits
measurement date. The fair value measurement
largely due to the short- term maturities of will allow the deferred tax asset to be recovered.
is based on the presumption that the transaction
to sell the asset or transfer the liability these instruments. The management Deferred tax assets and deferred tax liabilities are offset, if
takes place either: selects appropriate valuation techniques a legally enforceable right exists to set-
using discounted cash flow model when the
• In the principal market for the asset or fair value of the financial assets and liabilities
liability - or recorded in the balance sheet cannot be
• In the absence of a principal market, in measured based on quoted prices in active
the most advantageous market for the markets. The inputs to these models are taken
asset or liability from observable markets where possible, but
where this is not feasible, a degree of judgement
off current tax assets against current tax which applicable tax regulations balance sheet comprise cash at banks s) Contingent Liabilities
liabilities and the deferred tax assets are subject to interpretation and on hand and short- term deposits A contingent liability is a possible obligation that
and deferred taxes relate to the same and considers whether it is with an original maturity of three arises from past events whose existence will be
taxable entity and the same taxation probable that a taxation authority months or less, and other short term confirmed by the occurrence or non-occurrence
authority. will accept an uncertain tax highly liquid investments which are of one or more uncertain future events beyond
treatment. The Group shall subject to an insignificant risk of the control of the Group or a present obligation
Current tax and deferred tax are
reflect the effect of uncertainty changes in value. that is not recognised because it is not
measured using the tax rates and
for each uncertain tax probable that an outflow of resources will be
tax laws enacted or substantively For the purpose of the statement of
treatment by using either most required to settle the obligation. A contingent
enacted, at the reporting date. cash flows, cash and cash
likely method or expected value liability also arises in extremely rare cases
Current income tax and deferred equivalents consist of cash and
method, depending on which where there is a liability that cannot be
tax relating to items recognised short-term deposits, as defined
method predicts better recognised because it cannot be measured
outside profit and loss is recognised above, net of outstanding bank
resolution of the treatment. reliably. The Group does not recognise a
outside profit and loss (either in OCI or overdrafts as they are considered
in equity). The Group periodically an integral part of the Group’s contingent liability but discloses its existence in
r) Cash and cash equivalents the financial statements.
evaluates positions taken in the tax cash management.
returns with respect to situations in Cash and cash equivalents in the
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
t) Earnings per share revision and on historical experience with similar assets.
future periods if the revision affects both
Basic earnings per share is computed by dividing current and future periods.
the net profit or loss for the period attributable b. Fair Value measurement of financial
to equity shareholders by the weighted average Uncertainty about these assumptions and instruments
number of equity shares outstanding during estimates could result in outcomes that When the fair values of financial assets and
the period. The weighted average number of require a material adjustment to the financial liabilities recorded in the balance
equity shares outstanding during the period is carrying amount of assets or liabilities
adjusted for events such as bonus issue, bonus affected in future periods.
element in a rights issue, share split, and reverse The following are the critical judgements
share split (consolidation of shares) that have and estimates that have been made by the
changed the number of equity shares management in the process of applying the
outstanding, without a corresponding change Company’s accounting policies and that have
in resources. the most significant effect on the amount
For the purpose of calculating diluted earnings recognised in the financial statements and/or
per share, the net profit or loss for the key sources of estimation uncertainty that may
period attributable to equity shareholders have a significant risk of causing a material
and the weighted average number of shares adjustment to the carrying amounts of assets and
outstanding during the period are adjusted for liabilities within the next financial year.
the effects of all dilutive potential equity shares,
except where the result would be anti- I. Judgements:
dilutive. • Determining the lease term of
contracts with renewal and
u) Segment reporting policies termination options – the Company
The Group drives synergy across as lessee
fulfilment models, sales channels and product The Group determines the lease term
categories and accordingly the management as the non-cancellable term of the lease,
reviews and allocates resources based on Omni together with any periods covered by an
business and Omni channel strategy, which in the option to extend the lease if it is reasonably
terms of Ind AS 108 on ‘Operating Segments’ certain to be exercised, or any periods
constitutes a single reporting segment. covered by an option to terminate the
lease, if it is reasonably certain not to
v) Share capital be exercised. It considers all relevant
Equity shares are classified as equity. Incremental factors that create an economic incentive
costs directly attributable to the issue of equity for it to exercise either the renewal or
shares are recognised as a deduction from equity. termination.
3A. Significant accounting judgements, estimates and II. Estimates and assumptions:
assumptions
a. Estimation of useful life of
The preparation of financial statements in conformity
property, plant and equipment
with Ind AS requires the management to make
and intangible asset
judgments, estimates and assumptions that affect
the reported amounts of revenues, expenses, assets Property, plant and equipment and
and liabilities and the accompanying disclosures, and intangible assets represent a
the disclosure of contingent liabilities, at the end of significant proportion of the asset base
the reporting period. Such judgments, estimates of the Company. The charge in respect
and associated assumptions are evaluated based of periodic depreciation is derived after
on historical experience and various other factors, determining an estimate of an
including estimation of the effects of uncertain future asset’s expected useful life and
events, which are believed to be reasonable under the the expected residual value at
circumstances. Actual results may differ from these the end of its life. The useful lives
estimates. The estimates and underlying assumptions and residual values of assets are
are reviewed on an on-going basis. Revisions determined by management at the time
to accounting estimates are recognised in the period the asset is acquired and reviewed
in which the estimate is revised if the revision periodically, including at each financial
affects only that period or in the period of the period/year end. The lives are based
sheet cannot be measured based on quoted prices in Those mortality tables tend to change only at In accounting for business combinations,
active markets, their fair value is measured using interval in response to demographic available against which the judgment is required in identifying
valuation techniques including the discounted cash changes. losses can be utilised. In whether an identifiable intangible asset is
flow model. The inputs to these models are taken assessing the probability the to be recorded separately from goodwill.
from observable markets where possible, but d. Income taxes Company considers whether the Additionally, estimating the acquisition date
where this is not feasible, a degree of judgement is entity has sufficient taxable fair value of the identifiable assets acquired
Significant judgments are involved in temporary differences relating
required in establishing fair values. Judgements determining the provision for income taxes (including useful life estimates), liabilities
include considerations of inputs such as liquidity to the same taxation authority assumed, and contingent consideration
including judgment on whether tax positions are and the same taxable entity,
risk, credit risk and volatility. Changes in probable of being sustained in tax assumed involves management judgment.
assumptions about these factors could affect the which will result in taxable These measurements are based on
assessments. A tax assessment can involve amounts against which the unused
reported fair value of financial instruments. complex issues, which can only be resolved over information available at the
tax losses or unused tax credits acquisition date and are based on
extended time periods. can be utilised before they
c. Estimation of defined benefit obligation and expectations and assumptions that
compensated absences expire. Significant management have been deemed reasonable by
e. Deferred Taxes judgement is required to
The cost of the defined benefit gratuity plan, management. Changes in these
Deferred tax assets are recognised for determine the amount of deferred
compensated absences and the present value judgments, estimates, and assumptions
unused tax losses to the extent that it is tax assets that can be
of the gratuity obligation are determined using can materially affect the results of
probable that future taxable profit will be recognised, based upon the
actuarial valuations. An actuarial valuation operations.
likely timing and the level of
involves making various assumptions that may future taxable profits together
differ from actual developments in the future. These g. Provision
with future tax planning
include the determination of the discount rate, strategies. The Company has Provisions and liabilities are recognised
future salary increases and mortality rates. All recognised deferred tax assets on in the period when it becomes
assumptions are reviewed at each reporting date. the unused tax losses and other probable that there will be a future
deductible temporary differences outflow of funds resulting from past
The parameter most subject to change is the discount
since the management is of the operations or events and the amount of
rate. In determining the appropriate discount rate for
view that it is probable the cash outflow can be reliably estimated.
plans operated in India, the management
deferred tax assets will be The timing of recognition and
considers the interest rates of government bonds
recoverable using the estimated quantification of the liability require
in currencies consistent with the currencies of the
future taxable income based the application of judgement to existing
post- employment benefit obligation. Future
on the approved business facts and circumstances, which can be
salary increases are based on expected future
plans and budgets. subject to change. The carrying amounts of
inflation rates. The mortality rate is based on
provisions and liabilities are reviewed
publicly available mortality tables for the country.
f. Business combination: regularly and
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
Computers & Furniture & Office Plant & Leasehold Depreciation charge for the year 408.36 408.36
Particulars Vehicles Total
Hardware Fixtures equipments Machinery improvements
Disposals (32.33) (32.33)
Cost
As at March 31, 2021 952.63 952.63
As at April 1, 2020 163.49 457.78 119.22 4.40 4.14 202.93 951.96
Addition on acquisition of subsidiary (Refer note 46) 0.07 0.07
Additions(2) 51.80 65.90 33.13 - 0.13 37.87 188.83
Depreciation charge for the year 601.72 601.72
Disposals (0.18) (18.62) (1.19) - - (13.92) (33.91)
Disposals (41.63) (41.63)
As at March 31, 2021 215.11 505.06 151.16 4.40 4.27 226.88 1,106.88
As at March 31, 2022 1,512.79 1,512.79
Addition on acquisition of 1.13 0.98 0.51 0.10 5.25 - 7.97
Net Book Value
subsidiary (Refer note 46)
Additions 205.36 331.98 200.82 - 1.28 73.93 813.37 As at March 31, 2022 2,473.26 2,473.26
As at March 31, 2022 421.60 838.02 352.49 4.50 10.80 300.81 1,928.22 Disposals includes derecognition of RoU asset on cancellation of lease contract.
Accumulated
depreciation
As at April 1, 2020 75.37 78.80 33.91 1.05 0.66 61.34 251.13 6 Capital Work-in-progress
Depreciation charge for 44.56 51.97 23.18 3.28 0.47 62.65 186.11 Particulars Amount Total
the year As at April 01, 2020 7.78 7.78
Disposals (0.09) (8.14) (0.59) - - (7.32) (16.14) Addition 19.68 19.68
As at March 31, 2021 119.84 122.63 56.50 4.33 1.13 116.67 421.10 Capitalisation (7.78) (7.78)
Addition on acquisition of 0.17 0.17 0.13 0.02 0.16 - 0.65 As at March 31, 2021 19.68 19.68
subsidiary (Refer note 46) Addition 94.69 94.69
Depreciation charge for 74.37 98.38 47.36 0.01 0.67 41.26 262.05 Capitalisation (16.73) (16.73)
the year
As at March 31, 2022 97.64 97.64
Disposals - - - - - - -
As at March 31, 2022 194.38 221.18 103.99 4.36 1.96 157.93 683.80 Capital Work-in-progress ageing schedule:
Net Book Value
Period in progress Less than 1 year 1-2 years 2-3 years More than 3 years
As at March 31, 2022 227.22 616.84 248.50 0.14 8.84 142.88 1,244.42
As at March 31, 2022 97.64 - - -
As at March 31, 2021 95.27 382.43 94.66 0.07 3.14 110.21 685.78
As at March 31, 2021 19.68 - - -
Footnotes:
Capital work-in-progress comprises of expenses incurred towards improvement to leasehold premises.
1. Movable assets have been pledged to secure borrowings of the Company (Refer note – 21 and 25).
2. Refer note 47 for acquisition of assets on account of business purchase.
There are no overdue or cost overrun projects compared to its original plan and no projects which are temporarily
suspended, on the above mentioned reporting dates.
5 Right of use assets
7 Intangible assets
Particulars Right of use assets Total
Cost Business
Particulars Catalogue
As at April 1, 2020 2,016.54 2,016.54 application Computer
Trademark Goodwill Total
development Softwares
Additions 389.05 389.05 cost
Cost
Disposals (63.63) (63.63)
As at March 31, 2021 2,341.96 2,341.96 As at April 01, 2020 154.15 289.89 19.40 - 1.43 464.87
11.50 11.50 Additions (1) 0.99 103.48 25.86 49.44 4.00 183.77
Addition on acquisition of subsidiary (Refer note 46)
1,768.61 1,768.61 Disposals - - - - - -
Additions
(136.02) (136.02) As at March 31, 2021 155.14 393.37 45.26 49.44 5.43 648.64
Disposals
Addition on account of acquisition (Refer note 46) - 0.10 - 489.00 469.72 958.82
As at March 31, 2022 3,986.05 3,986.05
Accumulated depreciation Additions - 39.29 9.68 - - 48.97
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
1. Refer note 47 for acquisition of assets on account of business purchase. 10 Other financial assets (Non-current)
As at As at
Particulars
8 Intangible assets under development March 31, 2022 March 31, 2021
Particulars Amount Total Security deposits (Unsecured, considered good) 292.19 161.71
As at April 01, 2020 12.45 12.45 Deposits with banks with maturity period more than 12 months 426.60 -
Addition 3.88 3.88 Total 718.79 161.71
Capitalisation (12.45) (12.45)
11 Income tax
As at March 31, 2021 3.88 3.88
Addition 182.58 182.58 The major components of income tax expense / (credit) are:
Addition on acquisition of subsidiary (Refer Note 46) 0.06 0.06 As at As at
Particulars
March 31, 2022 March 31, 2021
Capitalisation (39.21) (39.21)
Current tax:
As at March 31, 2022 147.31 147.31
In respect of current year 422.93 400.78
Period in progress Less than 1 year 1-2 years 2-3 years More than 3 years In respect of earlier year 23.46 (15.22)
As at March 31, 2022 147.31 - - - 446.39 385.56
As at March 31, 2021 3.88 - - - Deferred tax:
In respect of current year (328.11) (309.61)
Intangible assets under development include cost for development of business application and cost for implementation (58.10) (31.19)
In respect of unrecognised business loss of earlier years
of computer software.
(386.21) (340.80)
There are no overdue or cost overrun projects compared to its original plan and no periods which are temporarily Income tax expense reported in the statement of profit or loss 60.18 44.76
suspended, on the above-mentioned reporting dates.
OCI section - Deferred tax related to items recognised in OCI during the year:
Tax (Income)/Expense on remeasurements of defined benefit plans & fair valuation of investments (14.50) 7.44
Income tax expense (credited) / charged to OCI (14.50) 7.44
288 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 289
CONSOLIDATED
WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
Gross movement in the current income tax assets/(liabilities) for the years ended March 31, 2022 and March 13 Inventories (valued at lower of cost or net realisable value)
31, 2021:
As at As at
Particulars
As at As at March 31, 2022 March 31, 2021
Particulars
March 31, 2022 March 31, 2021 Stock-in-trade 7,609.44 4,464.94
Income tax asset / (liability) (net) at the beginning of the year (161.31) (246.93) Finished goods 713.89 244.64
Income tax asset (net) acquired on acquisition of subsidiary 3.10 - Raw Materials 317.50 199.03
Income tax paid during the year 721.57 471.18 Packing material 115.38 72.29
Current tax expense / tax expense pertaining to earlier years (446.39) (385.56) Total 8,756.21 4,980.90
Net income tax asset / (liability) (net) at the end of the year 116.97 (161.31)
As at March 31, 2022 ` 311.20 Mn (March 31, 2021: ` 223.45 Mn) is recognised as provision taking into
Income tax assets as per balance sheet 138.70 85.62 account various factors, including obsolescence of material, unserviceable items and ageing of material.
Income tax liability as per balance sheet (21.73) (246.93)
Income tax asset / (liability) (net) 116.97 (161.31) 14 Trade receivables
As at As at
Particulars
Deferred tax: March 31, 2022 March 31, 2021
As at As at Trade receivables - Unsecured, considered good 945.33 766.35
Particulars
March 31, 2022 March 31, 2021
Trade receivables which have significant increase in credit risk 46.68 69.58
Impact of expenditure charged to the statement of profit and loss in the current year but allowed 253.04 67.44
Less: Allowances for expected credit loss (Refer note 50) (46.68) (69.58)
for tax purposes on payment basis
Impact of brought forward losses 626.90 491.26 Total 945.33 766.35
Provision of doubtful debts 11.54 48.73 No Trade receivable are due from directors or other officers of the group either severally or jointly with any other person.
Impact of difference between tax depreciation / amortisation and depreciation / amortisation as per 106.01 82.22 Trade receivables are non- interest bearing and are generally on payment terms of 0-90 days.
books
Impact of stock elimination 154.69 90.70 Trade receivables aging schedule As
Deferred tax assets (A) 1,152.18 780.35
Deferred tax liabilities (B) - - at March 31, 2022
Deferred tax assets (net) (C=A-B) 1,152.18 780.35
Outstanding for following periods from due date of payment
The Group as at March 31, 2022 has recognised deferred tax assets in the books of FSN Brands Marketing Private Limited Particulars Current but Less than 6 6 months - More than 3 Total
not due 1-2 years 2-3 years
months 1 year years
of ` 331.58 Mn (March 31, 2021: ` 236.23 Mn), Nykaa Fashion Private Limited of ` 351.02 Mn (March 31,
2021: 137.77 Mn) in respect of carry forward losses, unabsorbed depreciation and other temporary differences. In Undisputed Trade Receivables – 625.47 319.86 - - - - 945.33
assessing the realisability of its deferred tax assets, the management of these entities has considered 3 years business Unsecured, considered good
projection and believes that such projections are reliable and represent convincing evidence that sufficient taxable profit will Undisputed Trade Receivables – which 1.21 1.96 6.73 15.09 21.69 - 46.68
be available against which the carry forward losses and unabsorbed depreciation can be utilised. have significant increase in credit risk
Total 626.68 321.82 6.73 15.09 21.69 - 992.01
290 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 291
CONSOLIDATED
WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
Undisputed Trade Receivables – which - 7.33 32.16 26.02 4.06 - 69.58 Receipt of interest during the year (165.57) (36.02)
have significant increase in credit risk Closing balance 111.44 49.23
Total 415.55 233.47 156.82 26.02 4.06 - 835.93
18 Other current assets
15 Cash and cash equivalents
As at As at
Particulars
March 31, 2022 March 31, 2021
As at As at
Particulars
March 31, 2022 March 31, 2021 Advance to suppliers (Unsecured, considered good) 464.47 323.56
Cash on hand 7.72 3.43 Advance against expenses (Unsecured, considered good) 191.06 142.96
Balances with banks in current accounts 348.65 419.87 Prepaid expenses 95.03 57.87
Balances with bank in nodal account (1) 287.18 166.71 Balance with statutory / government authorities 1,269.22 307.42
Deposits with original maturity of less than three months(2) Total 2,019.78 831.81
- With Banks 15.35 145.49
- With Financial Institution. - 100.00 19 Share Capital
Cheques on hand - 0.32 Equity Shares Preference Shares
Particulars
Total 658.90 835.82 Numbers Amount Numbers Amount
(1)
Balance with bank in nodal account is in accordance with regulation for market-place business of the Group. i) Authorised Share Capital
(2)
Short Term deposits are made for varying periods of between seven day and three months, depending on the immediate cash requirements of the Group, As at April 01, 2020 (Shares of face value of ` 10 each) 195,000,000 1,950.00 5,000,000 50.00
and earn interest at the respective short-term deposit rates.
(3)
Increase during the year - - - -
Cash and cash equivalents as per cash flow statement excludes balance with bank in nodal account. Refer table below:
As at March 31, 2021 (Shares of face value of ` 10 each) 195,000,000 1,950.00 5,000,000 50.00
As at As at
Particulars
March 31, 2022 March 31, 2021 Increase during the year* 2,555,000,000 800.00 495,000,000 450.00
Cash and cash equivalents (C&CE) as per Balance Sheet 658.90 835.82
As at March 31, 2022 (Shares of face value ` 1 each) 2,750,000,000 2,750.00 500,000,000 500.00
Less:- Balance in nodal accounts not considered as part of C&CE (287.18) (166.71)
*Pursuant to the approval of the shareholders at Extra Ordinary General Meeting of the Company held on July 16, 2021 each equity share of face value
Total 371.72 669.11
of ` 10/- per share was sub-divided into ten equity shares of face value of `1/- per share, with effect from the record date i.e. July 16, 2021. The above
increase during the year includes the effect of such split of face value of the shares.
16 Bank balance other than cash and cash equivalents
i) Terms/ rights attached to equity shares
As at As at
Particulars The Company has only one class of equity shares having a par value of `1 per share. Each holder of equity shares is
March 31, 2022 March 31, 2021
Margin money deposits with bank (held as lien by bank against guarantees) 51.56 30.67 entitled to one vote per share.
Deposits with original maturity for more than 3 months but less than 12 months In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining
- With Banks 1,959.97 1,440.00 assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the
- 170.20 number of equity shares held by the shareholders.
- With Financial Institution.
Total 2,011.53 1,640.87 Each equity shareholder is entitled to dividends as and when the Company declares and pays dividend after obtaining
shareholders’ approval.
17 Other financial assets (Current)
As at As at
Particulars
March 31, 2022 March 31, 2021
Security deposit (Unsecured, considered good) 36.59 54.26
Unbilled receivable 490.88 160.48
Deposits with banks with maturity period more than 12 months 3,948.25 -
Receivable from payment gateway / cash collection vendors 291.62 310.42
Interest accrued on deposit but not due 111.44 49.23
Total 4,878.78 574.39
292 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 293
CONSOLIDATED
WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
Conversion of OCRPS into equity shares of face value of ` 10 each 450,528 4.51 0.001% Non-Cumulative, Falguni Nayar (through family trust) 143,500 32.88% - 0.00% (100.00%)
140,111,055 - Optionally Convertible
Adjustment of split of shares into face value of ` 1 each Redeemable Preference
Issue of bonus shares of face value of ` 1 each 311,357,900 311.36 Shares, partly paid
7,068,026 7.07 Total 143,500 32.88% - 0.00% (100.00%)
Issue of equity shares of face value of ` 1 each
As at March 31, 2022 474,104,876 474.11 ** The number of shares at the beginning of the year have been restated to give effect of share split of equity shares of face value of H. 10 each sub-divided
into equity shares of face value of Re. 1 each and bonus shares allotted in the ratio of 2 bonus shares for every 1 share held vide shareholders’ approval dated
July 16, 2021.
During the year, the Company has completed its Initial Public Offer (IPO) of 47,575,326 equity shares of face value
As at March 31, 2021
of ` 1 each at an issue price of ` 1,125 per share (including a share premium of ` 1,124 per share). A discount of `100
per share was offered to eligible employees bidding in the employee’s reservation portion of 250,000 equity shares. The No. of No. of
% change
issue comprised of a fresh issue and allotment of 5,602,666 equity shares aggregating to ` 6,300 Mn and offer for shares at the % of shares at the % of
Description Promoter Name during the
beginning of Total end of the Total
sale of 41,972,660 equity shares by selling shareholders aggregating to ` 47,197 Mn. the year Shares year Shares
year
iii) Details of shareholders holding more than 5% shares in the company Equity shares of ` 10 each Sanjay Nayar (through family trust) 4,003,964 26.59% 4,003,964 26.59% -
As at March 31, 2022 As at March 31, 2021 fully paid
Name of the shareholder
No. of shares % holding No. of shares % holding Equity shares of ` 10 each Falguni Nayar (through family trust) 3,313,331 22.00%
105,818,920 22.32% 4,003,964 26.59% 3,313,331 22.00% - fully paid
Sanjay Nayar (through family trust)
Total 7,317,295 48.59% 7,317,295 48.59% -
Falguni Nayar (through family trust) 104,305,770 22.00% 3,313,331 22.00% 0.001% Non-Cumulative, Falguni Nayar (through family trust) 100,000 22.91% 143,500 32.88% 15.82%
Indra Singh Banga / Harindarpal Singh Banga 30,479,790 6.43% 1,355,993 9.01% Optionally Convertible
Redeemable Preference
As per records of the Company, including its register of shareholders/members and other declarations received from Shares, partly paid
shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of Total 100,000 22.91% 143,500 32.88% 15.82%
shares.
vi) Share issued for consideration other than cash:
iv) Shares reserved for issue under employee stock option.
The Company has issued 311,357,900 bonus shares vide shareholder’s approval dated July 16, 2021 in the ratio of
The Company has reserved issuance of 33,000,000 (Previous year 33,000,000) Equity Shares of ` 10 2 bonus shares for every 1 share held during the year.
each for offering to Eligible Employees of the Company and its subsidiaries under Employees Stock Option
Scheme (ESOS). During the year ended March 31, 2022 the Company has granted 2,200,200 options (March 20 Other equity
31, 2021: 2,541,000). Cumulative number of equity shares granted under Employee Stock Option Scheme
(ESOS) is 28,227,450 equity shares as at March 31, 2022 (March 31, 2021: 26,027,250). (A) Instruments classified as Equity
0.001% Non-Cumulative, Optionally Convertible Redeemable Preference Shares (‘OCRPS’)
Particulars No. of shares Amount
As at April 01, 2020 275,000 2.06
Issue of preference shares during the year 161,500 1.21
As at March 31, 2021 436,500 3.27
Issue of preference shares during the year at H 10 per share 50,028 0.50
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
(Amount in ` Million, unless otherwise stated) (Amount in ` Million, unless otherwise stated)
The Company has availed the option to convert fully paid up OCRPS and accordingly 414,528 OCRPS were converted (ii) Retained earnings: Retained Earnings are the profits / (losses) that the Company has earned till date, less
into equity shares as on June 30, 2021, at the issue price as per conditions given in the letter of offer and forfeited OCRPS any dividends or other distributions paid to shareholders.
of 36,000 were re-issued and converted into equity shares on July 15, 2021.
(iii)Other Comprehensive Income: This represents the cumulative gains and losses arising on remeasurement of defined
(B) Other equity employee benefit plan.
Particulars
As at As at (iv) Share application money pending allotment: This represents the share application money received in previous year
March 31, 2022 March 31, 2021 for Employee Stock Option Scheme for which shares are allotted during the current financial year.
(i) Securities premium
Opening balance 5,666.58 4,572.26 (v) Employee Share Options Scheme Reserve: The fair value of the equity-settled share based payment transactions
Add : Additions during the year 8,975.26 1,035.68 with employees is recognised in Employee Share Options Scheme Reserve.
Add: Transfer from Employee Share options scheme reserve 76.52 71.76 (vi) Capital Reserve: Capital reserve is on account of forfeiture of partly paid up OCRPS and security premium thereon.
Less: Utilised on issue of bonus shares (311.36) -
Less: Options lapsed during the year (0.10) - (vii) Other Reserve: This represents fair value of put option liability towards acquisition of subsidiary.
Less: Share issue expenses (256.22) (13.12) (viii) Foreign Currency translation reserve: Exchange differences arising on translation of the foreign
Closing balance (A) 14,150.68 5,666.58 operations are recognised in other comprehensive income as described in accounting policy and accumulated in
(ii) Retained earnings foreign currency translation reserve within equity. The cumulative amount is reclassified to profit or loss when
Opening balance (992.25) (1,609.08) the net investment is disposed-off.
Add: Profit / (Loss) during the year 410.75 615.52
Less:-Options lapse/ forfeited during the year - 1.31 21 Borrowings (Non-current)
Closing balance (B) (581.50) (992.25)
(iii) Other comprehensive income As at As at
Particulars
Opening balance (18.57) 3.24 March 31, 2022 March 31, 2021
Add: Other comprehensive income for the year 5.04 (21.81) Term loan from bank 9.22 16.60
Closing balance (C) (13.53) (18.57) Total 9.22 16.60
(iv) Share application money pending allotment
Opening balance - 0.24 Notes:
Add : Additions during the year 8,983.60 - Term loan from bank is secured against second charge on all current assets, moveable property, plant and equipment both
Less: Shares allotted during the year (8,982.95) (0.24) present and future of Nykaa-KK Beauty Private Limited. Tenure is 48 months (including 12 month moratorium
Closing balance (D) 0.65 - period) & rate of interest 8% p.a.
(v) Employee Share Options Scheme Reserve
Opening balance 89.37 109.83
Add : Additions during the year 143.10 52.61 22 Lease liabilities (Non-Current)
Less: Shares excersied during the year (71.76) As at As at
Particulars
Less: Lapsed during the year (76.52) (1.31) March 31, 2022 March 31, 2021
Closing balance (E) 155.95 89.37 2,043.19 1,073.82
Payable for lease liabilities (Refer note 42)
(vi) Capital Reserve
Opening balance - - Total 2,043.19 1,073.82
Add : Additions during the year 0.36 -
Closing balance (F) 0.36 - 23 Other financial liabilities (Non-current)
(vii) Other reserve
As at As at
Opening balance - - Particulars
March 31, 2022 March 31, 2021
Add : NCI / Put option liability on acquisition of subsidiary (1,222.26) -
Put option liability (Refer note 46) 1,222.26 -
Less: NCI share of fair value of put option 434.04 -
Closing balance (G) (788.25) - Total 1,222.26 -
(viii) Foreign currency translation reserve
Opening balance - - 24 Long-term provisions
Add : Addition during the year 0.53 -
Closing balance (H) 0.53 -
Total (A+B+C+D+E+F+G+H) 12,924.89 4,745.12
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
Dec-21(2) Citibank,
Kotak Bank, Inventory 507.97 601.39 (93.42) The difference is primarily on account of GST input credit Dec-20 Kotak Bank, ICICI Inventory 2,713.62 2,844.24 (130.62) Amount as per books includes total inventory
HDFC included in the quarterly submission to the bank. Bank, RBL Bank, balance as per trial balance. Amount reported in
HDFC Bank, the quarterly return include inventory greater
IDFC
Bank Bank, Axis Bank than 9 months as detailed reconciliation for
HDFC difference is not readily retrievable as on date.
Trade 492.97 482.05 10.92 The difference is primarily on account of reclassification
Bank receivables, entries recorded after the submission of the statement to Trade 1,193.20 1,126.08 67.12 Amount as per books includes total debtor balance
Other the banks as per due date and before the finalisation of receivable as per trial balance including debtors greater
Receivables results. and others than 90 days. Detailed backup information for
Mar-22(3) Citibank, difference is not readily retrievable as on date.
Inventory 725.45 760.91 (35.46) The difference is primarily on account of GST input
Kotak Bank credit included and change in inventory / provision Mar-21 Kotak Bank, ICICI Inventory 3,552.48 3,552.48 - Amount as per books includes total inventory
HDFC 725.45 723.33 2.12 for slow moving and obsolescence inventory balance in Bank, RBL Bank, balance as per trial balance. Amount reported in
Bank the quarterly submission to the bank. HDFC Bank, the quarterly return includes inventory greater
IDFC than 9 months.
Bank, Axis Bank
(1)
Kotak Bank, Citibank and HDFC Bank referred in the above table are for Kotak Mahindra Bank Limited, Citi Bank N.A., and HDFC Bank Limited
(2)
Trade 1,315.06 1,315.08 (0.02) Amount as per books includes total debtor balance
For quarter ended September 30, 2021 and December 31, 2021, the Company has submitted revised statements with the banks post balance sheet receivable as per trial balance including debtors greater than
date, which has been acknowledged by the bank.
(3) and others 90 days
For quarter ended March 31, 2022, the Company is in process of submitting revised statement with bank post balance sheet date.
(1)
Kotak Bank, ICICI Bank, RBL Bank, HDFC Bank, IDFC Bank, Axis Bank referred in the above table are for Kotak Mahindra Bank Limited, ICICI Bank
Limited, The Ratnakar Bank Limited, HDFC Bank Limited, IDFC First Bank and Axis Bank Limited.
Nykaa E-Retail Private Limited
Amount as
Amount as Amount as reported in
Amount as reported in Amount of
Quarter Name of Bank (1) Particulars per books of quarterly
Amount of difference Reason for material discrepancies
Quarter Name of Bank(1) Particulars per books of quarterly Reason for material discrepancies account return /
difference
account return / statement
statement
Jun-21 Kotak Bank, ICICI Inventory 4,170.83 4,289.47 (118.64) Amount as per books includes total inventory
Jun-20 Kotak Bank, ICICI Inventory 2,275.44 2,628.78 (353.34) Amount as per books represents total inventory Bank, RBL Bank, balance as per trial balance. The difference
Bank, RBL Bank, balance as per trial balance.The difference is HDFC Bank, is primarily on account of closing GST input
HDFC Bank, primarily on account of Goods in transit included IDFC credit included in amount reported in quarterly
IDFC and provision for inventory not considered in Bank, Axis Bank return. Also amount reported in the quarterly
Bank, Axis Bank
return
the quarterly return. The amount reported in include inventory greater than 9 months.
the quarterly return includes inventory greater
Trade 1,626.69 1,290.56 336.13 Difference is due to unbilled receivable and
than 9 months. Detailed backup information for receivable from COD / Prepaid which are not
receivable
difference is not readily retrievable as on date. and others considered in the quarterly return.
Trade 1,323.65 837.89 485.76 Amount as per books includes total debtor
receivable Sep-21(2) Kotak Bank, IDFC Inventory 3,973.65 4,232.93 (259.28) The difference is primarily on account of GST
balance
and others Bank, ICICI Bank, input credit included and change in inventory
as per trial balance including debtors greater than
90 days. The difference is primarily on account of
Unbilled receivable and Receivable from COD/ Axis Bank / provision for slow moving and obsolescence
Prepaid not considered in the quarterly return. HDFC Bank 3,973.65 4,309.91 (336.26) inventory balance in the quarterly submission to
Detailed backup information for the difference is the bank.
not readily retrievable as on date." Kotak Bank, IDFC Trade 1,213.52 896.29 317.23 The difference is primarily on account of advance
Sep-20 Kotak Bank, ICICI Bank, ICICI receivable, to suppliers which has not been considered by the
Inventory 2,914.36 2,914.36 - Amount as per books includes total inventory
Bank, RBL Bank, Bank Advance to Company as part of quarterly submission to the
balance as per trial balance. Amount reported in
HDFC Bank, Supplier, bank and on account of reclassification
the quarterly return includes inventory
IDFC Other entries recorded after the submission of the
greater than 9 months as detailed backup
Bank, Axis Bank Receivable statement to the banks as per due date and
information for inventory aged greater than 9
months is not before the
readily retrievable as on date. finalisation of results.
Trade receivable and others
1,470.24 1,370.04 100.20 Amount s per trial balance including debtors greater
as per books includes total debtor than 90 days. Detailed backup information
balance for difference is not readily retrievable as on
a date.
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
Amount as
Amount as Nykaa Fashion Private Limited
(1) reported in
Quarter Name of Bank Particulars per books of Amount of Amount as
quarterly Reason for material discrepancies
account difference Amount as reported in
return / Quarter Name of Bank (1)
Particulars Amount of Reason for material discrepancies
per books of quarterly
statement account return difference
/
Sep-21(2) HDFC Bank Trade 261.04 64.45 196.59 The difference is primarily on account of statement
IDFC Bank receivables,
261.04 205.01 56.04 reclassification entries recorded after the Jun-21 Kotak Bank Trade 127.55 38.43 89.12 The difference is primarily on account of other
Advance to submission of the statement to the banks as per receivables, receivables and trade receivable balance which
Suppliers, due date and before the finalisation of results. Advance to has not been considered by the Company as
Other suppliers part of quarterly submission to the bank.
Receivables and other
Kotak Bank, Trade 183.41 155.25 28.16 The difference is primarily on account of receivables
Citibank receivables, reclassification entries recorded after the
Inventory 186.75 259.07 (72.32) The difference is primarily on account of GST
Other submission of the statement to the banks as per
input credit included in the quarterly submission
Receivables due date and before the finalisation of results. to the bank.
IDFC Bank, ICICI Inventory 1,489.09 1,879.43 (390.33) The difference is primarily on account of GST Sep-21(2) Kotak Bank Trade 160.78 186.39 (25.61) The difference is primarily on account of advance
Bank, Kotak Bank, input credit and inventory greater than 9 months receivables, to suppliers and trade receivables greater than
Axis Bank included and change in inventory / provision for Advance to 90 days which has not been considered by the
HDFC Bank 1,489.09 1,518.33 (29.23) slow moving and obsolescence inventory balance suppliers Company as part of quarterly submission to the
in the quarterly submission to the bank.
and other bank and on account of reclassification entries
Citi Bank, Kotak Advances To 80.54 49.76 30.78 The difference is primarily on account of receivables recorded after the submission of the statement
Bank suppliers reclassification entries recorded after the to the banks as per due date and before the
submission of the statement to the banks as per finalisation of results.
due date and before the finalisation of results.
Inventory 218.63 264.04 (45.41) The difference is primarily on account of GST
Dec-21(2) IDFC Bank, ICICI Inventory 1,849.39 1,950.00 (100.61) The difference is primarily on account of GST input credit included and change in inventory
Bank, Kotak Bank, input credit included and change in inventory / provision for slow moving and obsolescence
Axis Bank / provision for slow moving and obsolescence inventory balance in the quarterly submission to
HDFC Bank 1,849.39 1,946.93 (97.54) inventory balance in the quarterly submission to the bank.
the bank. Dec-21(2) Kotak Bank Trade 367.05 371.55 (4.50) The difference is primarily on account of
Mar-22(3) IDFC Bank Trade 423.09 165.03 258.07 The difference is primarily on account of inter- receivables, reclassification entries recorded after the
receivables, company receivable not included in the quarterly Advance to submission of the statement to the banks as per
Advance to submission to the bank. suppliers due date and before the finalisation of results.
Suppliers, and other
Other receivables
Receivables
Inventory 421.15 462.53 (41.38) The difference is primarily on account of GST
IDFC Bank, ICICI Inventory 1,608.07 1,888.83 (280.76) The difference is primarily on account of GST input credit included and change in inventory
Bank, Kotak Bank, input credit included and change in inventory / provision for slow moving and obsolescence
Axis Bank / provision for slow moving and obsolescence inventory balance in the quarterly submission to
inventory balance in the quarterly submission to the bank.
the bank. Mar-22(3) Kotak Bank Inventory 497.06 586.53 (89.47) The difference is primarily on account of GST
HDFC Bank Advance to 95.32 509.02 (413.70) The difference is primarily on account of input credit included in the quarterly submission
suppliers reclassification entries recorded after the to the bank.
submission of the statement to the banks as per (1)
Kotak Bank in the above table is for Kotak Mahindra Bank Limited.
due date and before the finalisation of results.
(2)
For quarters ended June 30, 2021, September 30, 2021 and December 31, 2021, the Company has submitted revised statements with the banks post
(1)
Kotak Bank, ICICI Bank, HDFC Bank, IDFC Bank, Axis Bank, Citibank referred in the above table are for Kotak Mahindra Bank Limited, ICICI Bank balance sheet date, which has been acknowledged by the bank.
Limited, HDFC Bank Limited, IDFC First Bank, Axis Bank Limited and Citi Bank N.A. (3)
For quarter ended March 31, 2022, the Company is in process of submitting revised statement with bank post balance sheet date.
(2)
For quarter ended September 30, 2021 and December 31, 2021, the Company has submitted revised statements with the banks post balance sheet
date, which has been acknowledged by the bank.
(3)
For quarter ended March 31, 2022, the Company is in process of submitting revised statement with bank post balance sheet date.
304 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 305
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ARE
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
receivables
Inventory 130.56 149.79 (19.23) The difference is primarily on account of GST
input credit included in the quarterly submission
to the bank.
Dec-21(2) Kotak Bank Inventory 155.58 172.60 (17.02) The difference is primarily on account of GST
input credit included in the quarterly submission
to the bank.
(1)
Kotak Bank referred in the above table is for Kotak Mahindra Bank Limited.
(2)
For quarter ended September 30, 2021 and December 31, 2021, the Company has submitted revised statements with the banks post balance sheet As at March 31, 2021
date, which has been acknowledged by the bank. Outstanding for following periods from due date of payment
Current but
26 Lease liabilities (Current) Particulars
not due
Less than 1
1-2 years 2-3 years
More than 3 Total
year
years
As at As at Total outstanding dues of micro enterprises and small 59.48 31.21 0.06 - - 90.75
Particulars
March 31, 2022 March 31, 2021 enterprises
Payable for lease liabilities (Refer note 42) 552.70 378.16
Total 552.70 378.16
27 Trade payables
As at As at
Particulars
March 31, 2022 March 31, 2021
Total outstanding dues of micro enterprises and small enterprises 560.70 90.75
Total outstanding dues of trade payables other than micro enterprises and small enterprises 3,059.84 3,071.37
Total 3,620.54 3,162.12
Other payables consist of amount payable to selling shareholder’s out of the IPO proceeds currently withheld pending final settlement of IPO expenses.
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
Payment of interest and finance charge during the year (262.46) (176.54) Marketing support revenue 3,741.80 1,950.12
Closing balance 6.98 6.53 Income from marketplace services 1,591.50 552.87
Provision for compensated absences (Refer note 43) 76.00 91.08 Income from Pickup Mile 3.67 -
Provision utilised during the year (301.58) (205.26) (B) Contract Balances
Closing balance 76.90 56.95 As at As at
Particulars
March 31, 2022 March 31, 2021
Trade Receivables 945.33 766.35
31 Other liabilities (Current)
Contract Liabilities 160.41 169.14
As at As at Contract Price 37,748.07 24,388.51
Particulars
March 31, 2022 March 31, 2021
Revenue recognised in the period from:
Statutory dues 220.49 175.17 Revenue recognised in the current year from contract liability:
Total 220.49 175.17 Advance from Customer 112.20 98.93
Reward Point 56.94 49.77
Revenue deferred in the current year towards unsatisfied performance obligation:
Advance from Customer (83.51) (112.20)
Reward Point (76.90) (56.94)
Revenue from operations 37,739.35 24,408.95
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
Weighted average number of diluted equity shares (D=B+C) 471,038,621 463,032,000 43 Defined Benefit Plan and Other Long Term Employee Benefit Plan:
Diluted EPS (A/D) 0.87 1.33 I) Defined Contribution Plan
**The number of shares at the beginning of the year have been restated to give effect of share split of equity shares of face value of ` 10 each sub- During the year, the Group has made contribution/provision to provident fund stated under defined contribution
divided into equity shares of face value of ` 1 each and bonus shares allotted in the ratio of 2 bonus shares for every 1 share held vide shareholder’s approval plan amounting to ` 58.23 Mn (March 31, 2021: ` 43.57 Mn) and the same has been recognised as an expense
dated July 16, 2021. in the statement of profit and loss.
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
As at As at Actuarial (Gain)/Loss in obligation for year ended due to changes in demographic / financial
Particulars (7.20) 5.76
March 31, 2022 March 31, 2021 assumptions
Amount to be recognised in balance sheet (25.52) (1.35)
Actuarial (Gain)/Loss in obligation for year ended due to changes in experience adjustments
Present value of defined benefit obligation 90.62 90.85
Amount recognised in Other Comprehensive Income (OCI) (32.72) 4.41
Less: Fair value of plan assets - -
Funded status – deficit / (surplus) 90.62 90.85 C The principal assumptions used in determining gratuity obligations for the Company’s plans are shown below:
Net liability recognised in balance sheet 90.62 90.85 For the year ended For the year ended
Particulars
March 31, 2022 March 31, 2021
ii. Changes in the present value of defined benefit obligation Mortality Table IALM (2012-14) IALM (2012-14)
For the year ended For the year ended 5.95% 6.25%
Particulars
March 31, 2021
Discount rate:
March 31, 2022
Reconciliation of Defined Benefit Obligation 8.00% until year 1 inclusive,
Future salary increases* 6.50%
then 6.50%
Opening defined benefit obligation 90.85 53.27
Withdrawal rates 20.64%-30.54% across all levels 15.00%
Addition on acquisition of subsidiary 0.30 -
IALM - Indian Assured Lives Mortality (Ultimate) IALM (2012-14) IALM (2012-14)
Current service cost 35.58 34.56
Past service cost (5.22) - The discount rate is based on the prevailing market yields of Government of India Bonds as at the Balance Sheet date
Interest cost 5.14 3.46 for the estimated terms of the obligations.
Actuarial (Gain)/Loss in obligation for year ended due to changes in demographic / financial *The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority,
(7.20) 5.76
assumptions promotion and other relevant factors, such as supply and demand in the employment market.
Actuarial (Gain)/Loss in obligation for year ended due to changes in experience adjustments (25.52) (1.35)
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are
Benefit paid (3.31) (4.85) determined using actuarial valuations. An actuarial valuation involves making various assumptions that may
Closing defined benefit obligations 90.62 90.85 differ from actual developments in the future. These include the determination of the discount rate, future salary
increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined
iii. Net defined benefit liability reconciliation benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting
date.
For the year ended For the year ended
Particulars
March 31, 2022 March 31, 2021
D The following payments are expected contributions to the defined benefit plan in future years:
Opening net defined benefit liability 90.85 53.27
As at As at
Particulars
Addition on acquisition of subsidiary 0.30 - March 31, 2022 March 31, 2021
Defined benefit cost included in statement of profit and loss 35.50 38.02 Within the next 12 months (next annual reporting period) 12.69 4.54
Total re-measurements included in OCI (32.72) 4.41 Between 2 and 5 years 57.10 1.83
Employer direct benefit payments (3.31) (4.85) 10 & Above following years 23.79 62.54
Closing net defined benefit liability 90.62 90.85 Total expected payments 125.55 109.03
The average duration of defined benefit plan obligation at the end of the reporting period is 4 - 6 years (March
31,2021: 5-8 years).
314 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 315
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WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
Interest cost on lease liability 0.30 - 0.54 - B Contingent liabilities (not provided for)
Company in which key management personnel have significant influence As at As at
Particulars March 31, 2021
Rent, maintenance, electricity & March 31, 2022
38.22 - 29.37 -
other expenses i) Claims against the Company, not acknowledged as debts
Notional interest income on
(0.55) - (0.53) - Disputed Indirect tax matters (including interest up to the date of demand, if any) [Refer note (i) 27.53 14.99
Sealink View Probuild Private security deposit
below]
Limited
Security deposit - 6.02 - 5.48 Disputed Direct tax matters (including interest up to the date of demand, if any) [Refer note (ii) 74.37 74.37
Interest cost on lease liability 12.76 - 4.32 - below]
ii) Bank Guarantees [Refer note (iii) below] 669.69 11.50
Lease liability - (122.74) - (144.90)
Rent & maintenance expenses 26.20 - 26.02 - Notes:
Security Deposit - given - 9.10 - 10.22 i. The Group has received VAT assessments order for financial years 2016-17 with demands amounting to ` 40.17
Golf land Developers Private Notional Interest income- Security
Mn on account of certain input disallowances/adjustment made by VAT department. Out of the total demand
(1.08) - (1.12) - amount, the Group has paid ` 11.29 Mn to tax authorities during the year, received favourable order for demand
Limited Deposit
amounting to ` 1.18 Mn, charged off ` 0.17 Mn in statement of profit and loss account and for balance `
Lease Liability - (31.84) - (7.62)
27.53 Mn the management believes that the position taken by it on the matter is tenable and hence, no
Notional Interest Expense- Lease 2.49 - 2.21 - adjustment has been made to the financial statements.
Figures in brackets indicates payables and income
ii. The Group has received income tax assessments order pertaining to Nykaa E-Retail Private Limited for
Above remuneration excludes H 4.68 Mn paid individually to Ms. Adwaita Nayar and Mr. Anchit Nayar from April 01, 2021 to June 30,
(1)
the Financial Year 2017-18 with demands amounting to ` 74.37 Mn on account of certain
2021 as employees in Nykaa Fashion Private Limited and FSN Brands Marketing Private Limited respectively. disallowances / adjustments made by income tax department during the year. Management believes that the
(2)
Remuneration includes amount of perquisite value towards ESOP based on exercise of options. position taken by it on the matter is tenable and hence, no adjustment has been made to the financial
statements. The Group is in the process of filing the appeal with the appropriate authority.
iii. Bank guarantees have been given to vendors and to National Stock Exchange for completion of process of IPO.
318 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 319
CONSOLIDATED
WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
As at March 31, 2022 As at March 31, 2021 Opening balance 69.58 2.91
Particulars of transactions Currency
Foreign currency `* Foreign currency `* 0.39 -
Addition on account of acquisition of subsidiary
Forward contracts to Purchases EUR - Trade Payable Euro 0.61 51.91 0.12 10.46
Provision made during the year (23.29) 66.67
Forward contracts to Purchases GBP - Trade Payable GBP 0.03 3.32 - -
Forward contracts to Purchases USD - Trade Payable USD 2.05 156.34 0.23 16.90 Provision written off during the year - -
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
Less than 1 As at the end of the financial year, details and movements of the outstanding options are as follows:
Particulars Carrying value
year 1 to 5 years > 5 years Total
a Options granted under ESOS 2012
Total 12,435.95 9,394.89 3,439.48 281.12 13,115.50
As at March 31, 2021 As at As at
Particulars March 31, 2022 March 31, 2021
Borrowings 1,874.65 1,874.65 19.98 - 1,894.63
Options outstanding at the beginning of the year 525,930 10,075,380
Trade payables 3,162.12 3,162.12 - - 3,162.12 Options granted during the year 174,000 -
Options forfeited during the year - (30,000)
Other financial liabilities 850.13 850.13 - - 850.13
Options expired/lapsed during the year - (30,000)
Lease liabilities 1,451.98 515.22 1,283.05 - 1,798.27 Options exercised during the year (525,930) (9,489,450)
Total 7,338.88 6,402.12 1,303.03 - 7,705.15 Options outstanding at the end of the year 174,000 525,930
Excersisable at the end of the year 174,000 525,930
For options outstanding at the end of the year:
51 Capital management: Exercise price range INR 594 - 1125 INR 100 - 650
The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern and Weighted average remaining contractual life (in years) 5.98 2.45
to optimise returns to its shareholders. For the purpose of the Company’s capital management, capital includes
issued equity capital, convertible preference shares, securities premium and all other equity reserves attributable to the b Options granted under ESOS 2017
equity holders of the Company. The primary objective of the Company’s capital management is to maximise the
shareholder value. The capital structure of the Company is based on management’s judgement of the appropriate As at As at
Particulars March 31, 2021
March 31, 2022
balance of key elements in order to meet its strategic and day-to-day needs. The Company consider the amount of
capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk Options outstanding at the beginning of the year 5,657,280 5,197,200
characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the Options granted during the year 2,026,200 2,541,000
amount of dividends paid to shareholders, return capital to shareholders or issue new shares. The Company’s policy is to Options forfeited during the year (536,000) (532,350)
maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and
Options expired/lapsed during the year - (63,300)
market confidence and to sustain future development and growth of its business. The Company will take appropriate
steps in order to maintain, or if necessary adjust, its capital structure. Options exercised during the year (2,728,830) (1,485,270)
Options outstanding at the end of the year 4,418,650 5,657,280
As at As at
Particulars Excersisable at the end of the year 4,418,650 5,657,280
March 31, 2022 March 31, 2021
NOTES
NOTES
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022 Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
The expected life of the share options is based on historical data and current expectations and is not necessarily indicative
54 Expenditure towards Corporate Social Responsibility (CSR) activities
of exercise patterns that may occur. The volatility is based on annualised standard deviation of the continuously
compounded rates of return based on the peer companies and competitive stocks over a period of time. The Company has SN Particulars
As at As at
determined the market price on grant date based on latest equity valuation report available with the company preceding March 31, 2022 March 31, 2021
the grant date. a Gross amount required to be spent by the Company during the year 13.78 0.76
b Amount spent during the year on the following in cash - -
The weighted average share price at the date of exercise of options exercised during the year was ` 920 (March 31, 2021: i. Construction/ acquisition of any asset - -
` 486.21). ii. On purpose other than (i) above 8.88 2.28
**The movement of options & the fair value assumptions for FY 2020-21 have been restated to give effect of share split of The amount of shortfall at the end of the year out of the amount 4.98 -
c required to be spent by the Company during the year
equity shares of face value of ` 10 each sub-divided into equity shares of face value of ` 1 each and bonus shares allotted
in the ratio of 2 bonus shares for every 1 share held vide shareholders’ approval dated July 16, 2021. d The total of previous years’ shortfall amounts; - -
e Related party transactions in relation to corporate social responsibility - -
d Expenses arising from share-based payment transactions f Provision movement during the year 4.98 -
The total expenses arising from share-based payment transactions recognised were as follows:
Unspent amount as at March 31, 2022 has been subsequently transferred to CSR Account as per the requirements
For the year ended For the year ended of Section 135(6), of the Companies Act, 2013 post balance-sheet date.
Particulars March 31, 2022 March 31, 2021
The amount during the year has been spent towards promoting education, sustainability and environmental responsibility
Stock based compensation expense determined under fair value method recognised in statement and health care including preventive health care.
143.24 52.60
of profit or loss
55 Social Security Code
53 Utilisation of IPO funds The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment
During the year, the Company has completed its Initial Public Offer (IPO) of 47,575,326 equity shares of face value of benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However,
the date on which the Code will come into effect has not been notified. The Group will assess the impact of the Code when
` 1 each at an issue price of ` 1,125 per share (including a share premium of ` 1,124 per share). A discount of ` 100
it comes into effect and will record any related impact in the period the Code becomes effective.
per share was offered to eligible employees bidding in the employee’s reservation portion of 250,000 equity shares. The
issue comprised of a fresh issue of 5,602,666 equity shares aggregating to ` 6,300 Mn and offer for sale of 56 Impact of Covid 19
41,972,660 equity shares by selling shareholders aggregating to ` 47,197 Mn. Pursuant to the IPO, the equity shares of the The Group has taken into account all the possible impacts of COVID-19 in preparation of these consolidated financial
Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on November 10, statements, including but not limited to its assessment of, liquidity and going concern assumption, recoverable values of
2021. its financial and non-financial assets, impact on revenue recognition and impact on leases. The Group has carried out this
assessment based on available internal and external sources of information upto the date of approval of these consolidated
The total offer expenses are estimated to be ` 2,423.44 Mn (inclusive of taxes) which are proportionately allocated financial statements and believes that the impact of COVID-19 is not material to these financial statements and expects
between the selling shareholders and the Company in the proportion of equity shares sold by the selling shareholders and to recover the carrying amount of its assets. The impact of COVID-19 on the consolidated financial statements may
offered by the Company. The utilisation of IPO proceeds of ` 6,009.51 Mn (net of provisional IPO expenses of differ from that estimated as at the date of approval of these consolidated financial statements owing to the nature
`290.49 Mn) is summarised below: and duration of COVID-19. The Group will continue to closely monitor any material changes to future economic
conditions.
Amount to be
Utilisation upto Unutilised as on
Particulars utilised as per 57 Subsequent events
March 31 2022 March 31, 2022
prospectus
Subsequent to the year ended March 31, 2022, on April 22, 2022, the Board of Directors of the Company has
Investment in certain of our Subsidiaries, namely, FSN Brands and / or Nykaa 4.20 415.80 approved strategic investments in Earth Rhythm Private Limited (Earth Rhythm) and Nudge Wellness Private Limited
Fashion for funding the set-up of new retail stores 420.00
(Nudge). The Company has accordingly executed a share subscription and share purchase agreement with:
Capital expenditure to be incurred by our Company and investment in certain
of our Subsidiaries, namely, Nykaa ERetail, FSN Brands and Nykaa Fashion for 420.00 13.47 406.53 1) The Company executed a Share Subscription and Share Purchase Agreement with:
funding the set-up of new warehouses • Earth Rhythm Private Limited (Earth Rhythm) to acquire upto 18.51% of the fully diluted share capital by way of
Repayment or prepayment of outstanding borrowings availed by our Company subscription and/or purchase of Compulsorily Convertible Cumulative Preference Shares and/or Equity Shares for
1,560.00 1,560.00 - a consideration of ` 416.50 Mn. The transaction has been consummated on May 04, 2022.
and one of our Subsidiaries, namely, Nykaa ERetail
Expenditure to acquire and retain customers by enhancing the visibility and
2,340.00 369.52 1,970.48
• Nudge Wellness Private Limited (Nudge), to acquire initially upto 60% (with a right to go upto 100%) of the fully
awareness of our brands diluted share capital by way of subscription and/or purchase of Equity Shares for a consideration of ` 36 Mn.
General corporate purposes 1,269.51 401.05 868.46
Total 6,009.51 2,348.24 3,661.27
2) Nykaa Fashion Private Limited (wholly owned subsidiary of the Company) entered into definitive agreements for
acquisition of the Brand “Kica” including Brand Trademark, other Intellectual Property Rights, etc. for ` 45.10
Net proceeds which were unutilised as at March 31, 2022 were temporarily invested in deposits with scheduled commercial Mn. The transaction has been consummated on May 24, 2022.
banks and kept in current account with scheduled commercial banks and monitoring agency bank account. 58 Other Statutory Information
i. The Company does not have any transactions with companies struck off.
ii. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory
period,
iii. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
iv. The Company did not have any such transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as,
search or survey or any other relevant provisions of the Income Tax Act, 1961.
328 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 329
59 Additional information as required under Schedule III of the Act
CONSOLIDATED
(Amount in ` Million, unless otherwise stated)
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
NOTES
330 |
Forming part of the Consolidated Financial Statements as at and for the year ended March 31, 2022
NOTES
figures.
61 Previous year figures have been regrouped and reclassed wherever required to conform the same with current year
does not have any impact on the profit of the group for the respective years.
disclosed separately under other expenses for the year ended March 31, 2022 and March 31, 2021. The reclassification
60 During the year, outsourced warehouse manpower expenses has been reclassified from employee benefit expenses and
2022
Date: May 27,
Place: Mumbai
Membership No: 212230
Partner
per Vineet Kedia
ICAI Firm Registration No: 101049W/E300004
Chartered Accountants
For S. R. Batliboi & Associates LLP
As per our report of even date
Membership No: 42649
Partner
per A.N. Shah
ICAI Firm Registration No: 109818W
Chartered Accountants
For V. C. Shah & Co.
As per our report of even date
WE ARE
WHO
WE DID
WHAT
CREATE VALUE
HOW DO WE
Date: May 27, 2022
Place: Mumbai
NYKAA
WHY
INTEGRATED REPORT 2021-22 |
REPORTS
STATUTORY
Rajendra Punde
ACS M.No.A9785
Company Secretary
STATEMENTS
FINANCIAL
1
33
CONSOLIDATED
WHO WHAT HOW DO WE WHY STATUTORY FINANCIAL
WE WE DID CREATE VALUE NYKAA REPORTS STATEMENTS
ARE
RATIOS RATIOS
Book Value Per Share (`)* 9.60 12.42 32.69 Book Value Per Share (`)* 7.40 10.86 28.45
Market price Per Share (`) N/A N/A 1,688.85 Market price Per Share (`) N/A N/A 1,688.85
Earning per Share (Basic) (`)* 0.35 0.81 2.22 Earning per Share (Basic) (`)* (0.54) 1.38 0.88
Earning per Share (Diluted) (`)* 0.33 0.78 2.20 Earning per Share (Diluted) (`)* (0.51) 1.33 0.87
Market Capitalisation (in million)# N/A N/A 8,00,692 Market Capitalisation (in millions)# N/A N/A 8,00,692
Fixed Assets Turnover Ratio 0.09 0.09 0.09 Fixed Assets Turnover Ratio 0.13 0.10 0.13
Operating EBIDTA Margin 2% (2.0%) 8.8% Operating EBIDTA Margin 4.7% 6.4% 4.3%
Interest Service Coverage Ratio 0.72 (0.70) 2.81 Interest Service Coverage Ratio 1.89 5.10 3.51
Net Debt Equity Ratio (0.15) (0.01) 0.00 Net Debt Equity Ratio 0.51 0.21 0.20
Net Debt to EBIDTA (17.66) 2.41 (0.03) Net Debt to EBIDTA 1.99 0.66 1.64
* Calculated after giving effect of split of equity shares and bonus shares allotted
# as at 31 March 2022 * Calculated after giving effect of split of equity shares and bonus shares allotted
#
as at 31 March 2022
332 | FSN E-COMMERCE VENTURES LIMITED INTEGRATED REPORT 2021-22 | 333
NOTICE
NOTICE NOTES:
(1) The Ministry of Corporate Affairs (“MCA”) has vide
re-appointment. Ms. Falguni Nayar, Executive
Chairperson, Managing Director and
its General Circular No. 2/2022 dated May 05, Chief Executive Officer, Ms. Adwaita Nayar,
2022 read with General Circular Nos. 21/2021 Executive Director and Mr. Anchit Nayar,
dated December 14, 2021, 02/2021 dated Executive Director, being related to Mr. Sanjay
FSN E-COMMERCE VENTURES LIMITED January 13, 2021, 20/2020 dated May 05, Nayar may be deemed to be interested in the
resolution as set out at Item No. 3 of the
(Formerly “FSN E-Commerce Ventures Private Limited”) 2020, 17/2020
dated April 13, 2020 and 14/2020 dated April Notice, to the extent of their equity
CIN: L52600MH2012PLC230136 shareholding interest, if any, in the
08, 2020 (collectively referred to as “MCA
Registered Office: 104 Vasan Udyog Bhavan, Sun Mill Compound, Tulsi Pipe Road, Company.
Circulars”) permitted the holding of the Annual
Lower Parel, Mumbai – 400013 General Meeting (“AGM”) through Video Save and except stated above, none of
Conferencing (VC) / Other Audio Visual Means the Directors / Key Managerial Personnel of
(OAVM), without the physical the
Email: [email protected] ; Website: www.nykaa.com; Phone No.: +912266149696 presence of the Members at a common Company / their relatives are, in any way,
venue. Accordingly, in compliance with the concerned or interested, financially or otherwise,
Dear Member, provisions of the Companies Act, 2013 (“the in the Business set out under Item Nos. 2 to 3
Act”), the Securities and Exchange Board of of the Notice.
India (Listing Obligations
NOTICE is hereby given that the 10th (Tenth) Annual (2) To appoint a Director in place of Mr. Anchit Nayar and Disclosure Requirements) Regulations, 2015 Company.
General Meeting of the Members of FSN E-Commerce (DIN: 08351358) who retires by rotation and being (“Listing Regulations”) and MCA Circulars, the
Mr. Sanjay Nayar, Non-Executive Director is
Ventures Limited will be held on Wednesday, August 10, eligible offers himself for re-appointment and, in this AGM of the Company is being held through VC /
interested in the Ordinary Resolution set out at Item
2022 at 05:00 p.m. (IST) through Video Conferencing / regard, to consider and if thought fit, to pass, with or OAVM.
No. 3 of the Notice, with regard to his
Other Audio-Visual Means organised by the Company, to without modification(s), the following resolution as an (2) In accordance with the Secretarial Standard-2
transact the following business: Ordinary Resolution: on General Meetings issued by the Institute of
“RESOLVED THAT in accordance with the provisions Company Secretaries of India (“ICSI”) read with
ORDINARY BUSINESS:
of Section 152 and other applicable provisions of Clarification/ Guidance on applicability of
(1) To consider and adopt the: the Companies Act, 2013, Mr. Anchit Nayar Secretarial Standards - 1 and 2 dated April 15,
(DIN: 08351358), who retires by rotation at this 2020, issued by the ICSI, the proceedings of the
(A) Standalone audited financial statements of
meeting, be and is hereby appointed as a AGM shall be deemed to be conducted at the
the Company for the financial year ended Registered Office of the Company which shall be
Director of the Company.”
March 31, 2022 together with the Reports the deemed venue of the AGM.
of the Board of Directors and Auditors (3) To appoint a Director in place of Mr. Sanjay Nayar
thereon and, in this regard, to consider and if (DIN: 00002615) who retires by rotation and being (3) As the AGM shall be conducted through VC/OAVM,
thought fit, to pass, with or without eligible offers himself for re-appointment and, in this the facility for appointment of Proxy by a Member is
modification(s), the following resolution as an regard, to consider and if thought fit, to pass, with or not available for this AGM and hence the Proxy Form
Ordinary Resolution: without modification(s), the following resolution as an and Attendance Slip including Route Map are not
Ordinary Resolution: annexed to this Notice.
“RESOLVED THAT the audited
standalone financial statements of the “RESOLVED THAT in accordance with the provisions (4) However, Institutional/Corporate Members are
Company for the financial year ended of Section 152 and other applicable provisions entitled to appoint authorised representatives
March 31, 2022 and the reports of the of the Companies Act, 2013, Mr. Sanjay Nayar to attend the AGM through VC/OAVM and cast
Board of Directors and Auditors thereon as (DIN: 00002615), who retires by rotation at this their votes through e-voting.
circulated to the members be and are hereby meeting, be and is hereby appointed as a Institutional/Corporate Members are requested to
considered and adopted.” Director of the Company.” send a certified true copy of the Board Resolution
authorising its representatives to attend and vote at
(B) Consolidated audited financial statements By order of the Board of Directors of the AGM, pursuant to Section 113 of the Act, to the
of the Company for the financial year ended FSN E-Commerce Ventures Limited Scrutiniser at csllp108@gmail. com with a copy
March 31, 2022 together with the Report of marked to [email protected].
Auditors thereon and, in this regard, to consider Rajendra Punde (5) Re-appointment of Directors:
and if thought fit, to pass, with or without Head Legal, Company Secretary &
modification(s), the following resolution as an Compliance Officer (a) Mr. Anchit Nayar, Executive Director of
Ordinary Resolution: Membership No.: A9785 the Company is interested in the Ordinary
Resolution set out at Item No. 2 of the Notice,
“RESOLVED THAT the audited with regard to his re-appointment. Ms.
consolidated financial statements of the Registered Office:
Falguni Nayar, Executive Chairperson,
Company for the financial year ended 104, Vasan Udyog Bhavan, Managing Director and Chief Executive
March 31, 2022 and the report of Auditors Tulsi Pipe Road, Officer, Ms. Adwaita Nayar, Executive
thereon as circulated to the members be Sun Mill Compound, Lower Parel, Director and Mr. Sanjay Nayar, Non –
and are hereby considered and adopted.” Mumbai, Maharashtra- Executive Director, being related to Mr. Anchit
400013 Nayar, may be deemed to be interested in
the resolution as set out at Item No. 2 of
Mumbai, July 12, 2022 the Notice, to the extent of their equity
shareholding interest, if any, in the
(b) Information required pursuant to is being given voluntarily by way of a good Further, M/s. S. R. Batliboi & Auditors, as Joint Auditors for the Financial Year
Regulation 36(3) of the Securities governance practice. Associates LLP, Chartered Accountants, ended on March 31, 2022.
and Exchange Board of India Firm Registration Number:
(Listing Obligations and Disclosure Members would recall that M/s. V. C. M/s. V. C. Shah & Co., vide letter dated June
101049W/E300004 (“S. R. Batliboi &
Requirements) Regulations, 2015 Shah & Co., Chartered Accountants, Firm 28, 2022, have “expressed their desire to
Associates LLP”) were appointed on
(“Listing Regulations”) read with the Registration Number: 109818W (“V. C. discontinue as the Joint Statutory Auditors of the
September 29, 2021, as the Statutory
applicable provisions of Secretarial Shah & Co.”) were re-appointed on Company since the statutory audits of material
Auditors of the Company to hold the office
Standard-2, in respect of the September 30, 2020, as the Statutory subsidiaries will be carried out by the other
from the conclusion of 9th (Ninth)
Directors seeking appointment / re- Auditors of the Company to hold the office auditor”.
Annual General Meeting until the
appointment, is provided at the end of from the conclusion of 8th (Eighth)
conclusion of 14th (Fourteenth) Annual The Audit Committee at its Meeting held on June
this Notice as Annexure – A. Annual General Meeting until the
General Meeting to be held for FY 2025- 28, 2022, considered the resignation given by M/s.
conclusion of 13th (Thirteenth) Annual V. C. Shah & Co. and noted the reasons stated in
(6) The following additional information, 26.
General Meeting to be held for FY the said resignation letter. The Audit Committee
although not related to any resolutions 2024-25. The Company, thus, had two Statutory
placed before the Annual General meeting, noted that
the M/s. V. C. Shah & Co. have not raised any concern or issue. The Audit Committee also placed on record its
appreciation of M/s. V. C. Shah & Co. for their valuable contribution to the Company with quality audit processes and (8) Documents open for inspection: 2022 at 05:00 p.m. IST. The remote e-voting
standards of auditing. The Board of Directors of the Company has vide its resolution dated July 12, 2022 confirmed module shall be disabled by NSDL thereafter.
(a) All the documents referred to in the
the decisions of the Audit Committee and taken on record the resignation of M/s. V. C. Shah & Co., as the Statutory Once the vote on a resolution is cast by
accompanying Notice shall be available for
Auditors of the Company. the Member, the Member shall not be
electronic inspection without any fee by
allowed to change it subsequently. The
the members from the date of
M/s. V. C. Shah & Co. will however issue their limited review report on the financial statements of the Company Members who have casted their vote by
circulation of this Notice up to the date
(Standalone and Consolidated) for quarter ended June 30, 2022 in compliance with Para 6(A) (ii) of SEBI remote e-voting prior to the AGM may also
of AGM, i.e., August 10, 2022. Members
circular No. CIR/CFD/CMD1/114/2019 dated October 18, 2019. attend / participate in the AGM through
seeking to inspect such documents can send
VC / OAVM but shall not be entitled to
With effect from the financial statements of the Company (Standalone and Consolidated) for quarter ended an email to
cast their vote again.
September 30, 2022, M/s. S. R. Batliboi & Associates LLP, will act as the sole Statutory Auditors of the [email protected].
Company till the expiry of their term i.e., conclusion of 14th (Fourteenth) Annual General Meeting to be held for (d) The Members, whose names appear in the
(b) The Register of Directors and Key Managerial
FY 2025-26. Register of Members or in the Register
Personnel and their shareholding
of Beneficial Owners (in case of
Given below for reference are the details of the Statutory Auditors of the Company and its subsidiaries, after maintained under Section 170 of the Act and
electronic shareholding) maintained by the
considering the changes as indicated above, effective from the financial statements of the Company the Register of Contracts or Arrangements
depositories as on the cut-off date i.e.,
(Standalone and Consolidated) for quarter ending September 30, 2022: in which the directors are interested,
August 03, 2022, are entitled to vote on the
Status of the entity for the quarter maintained under Section 189 of the Act Resolutions set forth in this Notice. Voting
and the Certificate from M/s. S.N. Rights shall be reckoned
Statutory Auditors Ananthasubramanian &
Name of the Entity ending on September 30, 2022 Co., Company Secretaries, Secretarial on the paid-up value of equity shares registered
FSN E-Commerce Ventures Limited Holding Company M/s. S. R. Batliboi & Associates LLP, Auditors of the Company certifying that in the name of the Members as on the cut- off
Nykaa E-Retail Private Limited Material Subsidiary date i.e., August 03, 2022. A person who
Chartered Accountants the ESOP Schemes of the Company
is not a Member as on the cut-off date
FSN Brands Marketing Private Limited Material Subsidiary are being implemented in accordance with
should treat this Notice of AGM for
the Securities and Exchange Board of
information
India
Nykaa Fashion Private Limited Non-material Subsidiary M/s. V. C. Shah & Co., Chartered (Share Based Employee Benefits and Sweat purpose only.
Nykaa-KK Beauty Private Limited Non-material Subsidiary Accountants Equity) Regulations, 2021, will be In case of joint holders, the Member whose name
FSN International Private Limited Non-material Subsidiary available electronically for inspection by the appears as the first holder in the order of names
Non-material Subsidiary members during the AGM. as per the Register of Members of the Company
FSN Distribution Private Limited
(9) Instructions for Members for remote e-voting and will be entitled to vote at the AGM.
Dot & Key Wellness Private Limited Non-material Subsidiary
e-voting during the AGM: (e) Any person holding shares in physical
(7) Electronic dispatch of Annual Report and process for registration of email ID for obtaining copy of Annual Report: demat holdings with the respective DPs
by following the procedure prescribed by (a) Pursuant to the provisions of Section 108 of the Act read
(a) In compliance with the MCA Circulars and SEBI Circular No. SEBI/HO/CFD/CMD2/CIRP/P/2022/62 dated the DPs for receiving all communications with Rule 20 of the Companies (Management and
May 13, 2022 (collectively referred to as “Circulars”), notice of the AGM along with the Annual Report for from the Company electronically. Administration) Rules, 2014 (as amended), Regulation
the financial year 2021-22 is being sent only through electronic mode to those members whose email 44 of Listing Regulations (as amended) and the applicable
addresses are registered with the Company and/or with Depository Participants (DPs). In case any member is MCA Circulars, the Company is pleased to provide
desirous of obtaining physical copy of the Annual Report for the financial year 2021-22 and Notice of a facility to the Members to cast their votes using an
the 10th AGM of the Company, he/she may send a request to the Company by writing at electronic voting system from any place before the
[email protected] or Link Intime India Private Limited (“Link Intime”) at meeting (“remote e-voting”) and during the meeting in
[email protected]. respect of the resolutions proposed in this Notice.
Members may note that the Notice and the Annual Report for the financial year 2021-22 will also be (b) In order to increase the efficiency of the voting process and
available on the Company’s website at www.nykaa.com, websites of the Stock Exchanges on which the equity in terms with SEBI Circular No.
shares of the Company are listed i.e. National Stock Exchange of India Limited (www.nseindia.com) and SEBI/HO/CFD/CMD/CIR/P/2020/242
BSE Limited (www.bseindia.com), website of National Securities Depository Limited (“NSDL”) dated December 09, 2020, demat account holders
at www.evoting.nsdl.com and on the website of Registrar and Transfer Agent (“RTA”) i.e. Link are being provided a single login credential, through
Intime at https://linkintime.co.in/. their demat accounts/ websites of Depositories/
Depository Participants. Demat account holders would
(b) Process for registration of email ID for obtaining Notice of the AGM along with the Annual Report:
now be able to cast their vote without having to register
Those persons who are Members of the Company as on Cut-off date for dispatch of AGM Notice along with the again with the e-voting service providers, thereby
Annual Report i.e., July 08, 2022 and who have not yet registered their e-mail with the Depository facilitating seamless authentication and convenience of
Participants (“DPs”) (if shares held in electronic form)/ Company (if shares held in physical form) are requested participating in the e-voting process.
to get their e-mail addresses registered to receive the Notice of the AGM along with the Annual Report for
(c) NSDL will be providing facility for voting through
the financial year 2021-22 by completing the process as under:
remote e-voting. The remote e-voting period
Members holding share(s) in physical mode: by registering e-mail address with Link Intime. Click the link in commences on August 05, 2022 from 09:00 a.m. IST
their website www.linkintime.co.in at the Investor Services tab, choose the E-mail Registration heading and and ends on August 09,
follow the registration process as guided therein. The Members are requested to provide details such as Name,
DP ID, Client ID/ PAN, mobile number and e-mail id. In case of any query, a member may send an e-mail to
Link Intime at [email protected]
Members holding share(s) in electronic mode: by registering / updating their e-mail ID in respect of
form and non-individual shareholders, who acquires shares of the Company and becomes (f) In case of Individual 10 under “Login method for e-voting and
member of the Company after the notice is send through e-mail and holding shares as of Shareholders holding joining virtual AGM for individual shareholders
the cut-off date i.e., August 03, 2022, may obtain the login ID and password by sending a securities in demat mode and holding securities in demat mode”.
request at [email protected] or Issuer/RTA. However, if you are already registered with who become a member of the
(10) Procedure for remote e-voting and e-voting during
NSDL for remote e-voting, then you can use your existing user ID and password for casting your Company after sending of the
vote. If you forgot your password, you can reset your password by using “Forgot User Notice and hold share(s) as of the AGM:
Details/Password” or “Physical User Reset Password” option available on www.evoting. the cut-off date may follow The detailed process and manner for accessing and
nsdl.com or call on toll free no. 1800 1020 990 and 1800 22 44 30. steps mentioned below in Note participating in the 10th AGM through VC/OAVM
(2) A new screen will open. Enter Securities held with NSDL Please contact NSDL helpdesk Securities held with CDSL Please contact CDSL helpdesk by
your User ID and Password. After by sending a request at [email protected] or sending a request at [email protected] or
successful
authentication, you will be able to call at toll free nos.: 1800-1020-990 and 1800-224-430. call at toll free nos.: 022- 23058738 or 022-23058542-43.
see e-voting services. Click on
‘Access to e-voting’ under e-voting (B) Login method for e-voting and joining virtual meeting for shareholders other than individual:
services and you will be able to see How to login to NSDL e-voting website?
e-voting page.
(1) Visit the e-voting website of NSDL. Open web browser by typing the following URL:
(3) Click on options available against https://www.evoting. nsdl.com/ either on a personal computer or on a mobile phone.
Company name or e-voting
service provider – NSDL and you (2) Once the home page of e-voting system is launched, click on the icon ‘Login’ which is available under
will be re- directed to NSDL e-voting ‘Shareholder/Member’ section.
(1) Shareholders can login through
website for casting your vote during their User id and Password. (3) A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification
the remote e-voting period or Option will be made available to Code as shown on the screen.
joining virtual meeting & voting reach e-voting website without
during the meeting. (4) Alternatively, if you are registered for NSDL e-Services i.e. IDeAS, you can login at https://eservices.nsdl.
any further authentication. The URL com/ with your existing IDeAS login. Once you login to NSDL e-Services after using your login credentials,
(b) Users not registered for IDeAS e-Services: for users to login to Easi/Easiest are click on e-voting and you can proceed to Step 2 i.e., cast your vote electronically.
Option to register is available at https://web.
cdslindia.com/myeasi/home/login or (5) Your User ID details are given below:
https:// eservices.nsdl.com. Select
www.cdslindia.com and click on New
‘Register Online for IDeAS’ Portal or
click at
https://eservices.nsdl.com/SecureWeb/
IdeasDirectReg.jsp System Myeasi. Manner of holding shares i.e. Demat (NSDL/ Your User ID is:
(c) Visit the e-voting website of NSDL:
(2) After successful login of Easi/Easiest CDSL) or Physical
the user will be also able to see the a) For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client ID
(1) After successfully registering on e-voting Menu. account with NSDL. For example: if your DP ID is IN300*** and Client ID is 12******
IDeAS, visit the e-voting website of (b) Users who have not opted for Easi/Easiest: then your User ID is IN300***12******.
NSDL. Open web browser by typing b) For Members who hold shares in demat 16 Digit Beneficiary ID
the following URL: https://eservices. Option to register for Easi/Easiest is For example: if your Beneficiary ID is 12************** then your
account with CDSL
available at https://web.cdslindia.com/
nsdl.com/ either on a Personal myeasi/Registration/EasiRegistration User ID is 12**************
Computer or on a mobile. Once
c) For Members holding shares in Physical EVEN number followed by folio number registered with the
the home page of e-voting (c) Visit the e-voting website of NSDL: Form. Company
system is launched, click on the (1) account number and PAN at https:// For example: if folio number is 001***
icon ‘Login’
which is available under ‘Shareholder/ demat account number held will be
Member’ section. with NSDL), Password/OTP
and a Verification Code as
(2) A new screen will open. Enter
shown on the screen. After
your User ID (i.e., your sixteen-digit
successful authentication, you
evoting.cdsl india.com/Evoting/ (a) If you are already registered for e-voting, then you can use your existing password to login and
EvotingLogin. The system will cast your vote.
authenticate the user by sending OTP ID is 120459001***
on registered mobile number and e-
(6) Your password details are given
mail id as recorded in their demat
below:
account.
(b) If you are using NSDL e-voting system home page of e-voting will open.
for the first time, you will need to STEP 2: CAST YOUR VOTE ELECTRONICALLY AND explained at step 1 (A) i.e. Login
JOIN GENERAL MEETING ON NSDL E-VOTING method for e-voting and joining virtual
retrieve the ‘initial password’ which was
SYSTEM. meeting for Individual Shareholders
communicated to you by NSDL.
(A) How to cast your vote electronically and join AGM on holding securities in demat mode.
Once you retrieve your ‘initial
password’, you need to enter the ‘initial NSDL e-voting system? (c) In terms of SEBI circular dated
password’ and the system will force December 09, 2020 on e-voting
(i) After successful login at Step 1, you will be able to
you to change your password. facility provided by Listed Companies,
see all the companies ‘EVEN’ in which you are
Individual Shareholders holding
(c) How to retrieve your ‘initial holding shares and whose voting cycle and General
securities in demat mode are allowed
password’? Meeting is in active status.
to vote through their demat account
(i) If your email id is registered in (ii) Select ‘EVEN’ of Company for which you wish to maintained with Depositories and
your demat account or with the cast your vote during the remote e-voting period DPs. Shareholders are required to
Company, your ‘initial password’ is and casting your vote during the General Meeting. update their mobile number and e-mail
communicated to you on your email id. For joining virtual meeting, you need to click on ID correctly in their demat account in
Trace the email sent to you from NSDL ‘VC/OAVM’ link placed under ‘Join Meeting’. order to access e-voting facility.
in your mailbox from (C) The instructions for members for e-voting
(iii) Now you are ready for e-voting as the voting page
[email protected]. Open the on the day of the AGM are as under:
opens.
email and open the attachment i.e. a
.pdf file. The password to open the .pdf (iv) Cast your vote by selecting appropriate options (a) The procedure for e-voting on the
file is your 8-digit Client ID for i.e. assent or dissent, verify/modify the number of day of the AGM is same as mentioned
NSDL account, last 8 digits of shares for which you wish to cast your vote and click on above for remote e-voting.
Beneficiary ID for CDSL account ‘Submit’ and also ‘Confirm’ when prompted. (b) Only those Members, who will be
or folio no. for shares held in present in the AGM through
(v) Upon confirmation, the message ‘Vote cast
physical form. The .pdf file contains VC/OAVM facility and have not
successfully’ will be displayed.
your ‘User ID’ and your ‘initial casted their vote on the Resolutions
password’. (vi) You can also take the printout of the votes cast by through remote e-voting and are
you by clicking on the print option on the otherwise not barred from doing so, shall
(ii) In case you have not registered your
confirmation page. be eligible to vote through e-voting
email address with the Company/
Depositories, please follow instructions (vii) Once you confirm your vote on the resolution, you system in the AGM.
mentioned below in this Notice. will not be allowed to modify your vote. (c) Members who have voted through
(7) If you are unable to retrieve or have not (B) Process for those Shareholders whose e-mail ids are not remote e-voting will be eligible to
received the ‘initial password’ or registered with the depositories for procuring user id and attend the AGM. However, they will not
have forgotten your password: password and registration of e-mail ids for e-voting for the be eligible to vote at the AGM.
(a) Click on ‘Forgot User Details/ resolutions set out in this Notice: (d) In case of any queries, you may refer
Password?’ (If you are holding (a) Members whose shares are held in physical form are the Frequently Asked Questions
shares in your demat account with requested to provide folio no., name of (FAQs) for Shareholders and e-voting
NSDL or CDSL) option available shareholder, scanned copy of the share certificate user manual for Shareholders available
on www.evoting.nsdl.com. b. (front and back), PAN (self attested scanned copy at the download section of
‘Physical User Reset Password?’ of PAN card), AADHAR (self attested scanned www.evoting.nsdl.com or call on toll
copy of Aadhar Card) by e-mail to evoting@nsdl. free no.: 1800 1020 990 and 1800
(b) (If you are holding shares in physical
co.in. 22 44 30 or send a request to Mr.
mode) option available on www.evoting.
Amit Vishal, Assistant Vice-President,
nsdl.com. (b) Members whose shares are held in demat mode are NSDL at [email protected].
(c) If you are still unable to get the requested to provide DPID- CLID (16 digit DPID
+ CLID or 16 digit beneficiary ID), name, client (11) Procedure for joining the 10th AGM through
password by aforesaid two options, VC/ OAVM:
you can send a request at evoting@ master or copy of Consolidated Account statement,
nsdl.co. in mentioning your PAN (self attested scanned copy of PAN card), (a) The Company has engaged the services of
demat account number/folio no., AADHAR (self attested scanned copy of Aadhar NSDL e-voting system as the authorized
PAN, name and registered address. Card) to evoting@nsdl. co.in. If you are an agency for conducting of the AGM through
Individual shareholder holding securities in demat VC/OAVM and providing e-voting facility
(d) Members can also use the OTP based mode, you are requested to refer to the login during the AGM.
login for casting the votes on the method
e-voting system of NSDL. (b) Members may note that the VC/OAVM
facility, allows participation of at least 1,000
(8) After entering your password,
members on a first-come-first-served basis
click on agree to ‘Terms and
and shall open 30 minutes before the time
Conditions’ by selecting on the
scheduled for the AGM. However, the
check box.
participation of members holding 2% or
(9) Now, you will have to click on more shares, promoters, and Institutional
‘Login’ button. Investors, directors, key managerial personnel,
chairpersons of Audit Committee,
(10) After you click on the ‘Login’ button,
Stakeholders Relationship Committee,
Nomination and Remuneration e-voting system. After successful login, you can AGM, you may refer the Frequently Asked
Committee and Auditors are not (c) Members are encouraged to join the see link of “VC/OAVM link” placed under “Join Questions (“FAQs”) for shareholders and
restricted on first-come-first- Meeting through Laptops / Desktops General Meeting” menu against the Company e-voting user manual for shareholders available
serve basis. with Google Chrome (preferred name. You are requested to click on VC/OAVM at the download section of www.evoting.nsdl.com
browser), Safari, Internet Explorer, link placed under Join General Meeting menu. or can:
Microsoft Edge, Mozilla Firefox 22. The link for VC/OAVM will be available in
• Send a request at
(d) Members joining the AGM from Shareholder/ Member login where the EVEN
[email protected] or use toll free
their mobile devices or tablets or (120459) of Company will be displayed.
no.: 1800 1020 990 or
through laptops connecting via mobile (f) Members who do not have the User ID and 1800 224 430; or
hotspot may experience audio/ Password for remote e-voting and e-voting
video loss due to fluctuation in their • Contact Mr. Amit Vishal, Assistant Vice-
or have forgotten the User ID and Password
respective network. It is therefore President, NSDL at the designated e-mail
may retrieve the same by following the remote e-
recommended to use stable Wi-Fi ID: [email protected]; or
voting instructions mentioned in the Notice.
or LAN connection to mitigate any Further, Members can also use the OTP based • Contact Ms. Pallavi Mhatre, Senior
kind of aforesaid glitches. login for logging into the e-voting system of Manager, NSDL at the designated e-mail
(e) Member will be provided with a facility NSDL. ID: [email protected]
to attend the AGM through (g) The attendance of the Members attending the (12) Procedure to raise questions/seek clarifications with
VC/OAVM through the NSDL e- AGM through VC/OAVM will be counted for respect to Annual Report at the ensuing 10th AGM:
voting system. Members may attend the purpose of reckoning the quorum under
the AGM by following the steps (a) Members are encouraged to express
Section 103 of the Companies Act, 2013.
mentioned above for access to NSDL their views/send their queries in advance
(h) Members who need assistance before or during the mentioning
A
DETAILS OF DIRECTORS RETIRING BY ROTATION / SEEKING APPOINTMENT / RE-APPOINTMENT AT In case the director is a past N.A. N.A.
THE MEETING employee, whether the
said director was appointed
Particulars Mr. Anchit Nayar Mr. Sanjay Nayar on the Board after the
Completion of 5 years
Designation Executive Director Non-Executive Director cooling off period
Director Identification 08351358 00002615 Detail of Remuneration 3.75 million Nil
Number amount drawn
Date of Birth 16/08/1990 (31 years) 13/10/1960 (61 years) Detail of Remuneration Shareholders pursuant to their resolution dated Nil
(Age in years) Date of joining the Board proposed July 16, 2021, had approved:
13/08/2019 09/04/2021 - Fixed Pay: H 20 million p.a.
Qualification Bachelor’s degree from Columbia University • Bachelor’s degree in science in mechanical - Variable Pay: 0.5% of profit before tax of
engineering from the University of Delhi the Company on a consolidated basis, subject
• Post-graduate diploma in management to applicable statutory limits.
from the Indian Institute of Management, - Perquisites / Benefits: Standard perquisites
Ahmedabad. and benefits as per Company’s policy in
this
Expertise in specific Mr. Anchit Nayar has more than 10 years Over 37 years of experience in the banking, and regard
functional area of experience in various roles of private equity - Further increments and revisions: To be
investment banking, marketing and reviewed annually in accordance with
management of beauty
business performance, market and applicable
Term & Condition Executive Director of the Company, liable to Non-Executive Director of the Company, liable statutory limits.
retire by rotation to retire by rotation
Directorships along Current Directorships: Current Directorships:
Profile Mr. Anchit Nayar has previously served as Mr. Sanjay Nayar has over 37 years of
the vice president of the Investment Banking with entities from which • Nykaa E- Retail Private Limited • FSN Distribution Private Limited
experience in the banking, and private equity.
Division at Morgan Stanley, New York. He the person has resigned in • FSN International Private Limited
He was associated with Citibank N.A. for over • FSN Brands Marketing Private Limited
is currently responsible for the beauty business the past three years • Heritage View Developers Private Limited
23 years, where he also served as the as
• Dot & Key Wellness Private Limited • Sealink View Probuild Private Limited
and also serves as a member of the investor Chief Executive Officer of the bank in India
relations team. He joined FSN Brands over six years. He was chief executive Entities from which resigned in past three years: • Sea View Probuild Private Limited
Marketing Private Limited in 2018 as the officer of KKR India Advisors Private • Epimoney Private Limited
• Nykaa Fashion Private Limited
chief executive officer and has overseen the Limited from 2009 to 2020. Presently he • Radiant Life Care Private Limited
expansion of retail Nykaa stores. He was also serves as a chairman of KKR India. • Grameen Impact Investments India Private
the chief marketing officer of our Company Limited
• CSEP Research Foundation
for the period from May 31,
2020 to January 12, 2021. • Seynse Technologies Private Limited
Number of meetings 17 16 • Indian School of Business
attended during the year • Pratham Institute for Literacy Education
As the full-time Anchit Nayar is Chief Executive Officer of N.A. and Vocational Training
employments of the Nykaa E-Retail Private Limited, wholly owned • Sanjay & Falguni Nayar Foundation
Directors will be subsidiary of FSN E-Commerce Ventures • Nykaa Foundation
counted in the Number Limited and is also responsible for beauty • Avendus Capital Private Limited
of Board membership business of Nykaa group. • Nykaa International UK Limited
for giving voting decision, With regard to the above and in opinion of the • Pratham Education Foundation
Disclosure regarding Board, he will be able to devote full time to Entities from which resigned in past three
such full-time the business of the Company and its group years:
employments of Directors, entities.
if Board is of the • Max Financial Services Limited
opinion that the director • J B Chemicals and Pharmaceuticals Limited
will be able to devote • Coffee Day Enterprises Limited
• Max Healthcare Institute Limited
sufficient time along with
the reason
for such opinion.
• Indigrid Investment Managers Limited
Whether atleast 75% Yes Yes
• Valleyview Probuild Private Limited
Board Meetings have been
• KKR India Financial Services Limited
attended in past 3 years by • KKR India Advisors Private Limited
the director
• KKR Capital Markets India Private Limited
• Re Sustainability Limited
• Coffee Day Global Limited
-Falguni Nayar