Interim report
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HWb+ FSN E-Com_merce Ve_ntures Limited November 04, 2026 National Stock Exchange of India Limited BSE Limited Symbol: NYKAA Scrip Code: 543384 Dear Sir/ Madam, Subject: Outcome of Board Meeting held on November 04, 2026 Pursuant to Regulation 33 and Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (' SEBI Listing Regulations'), please note that the Meeting of the Board of Directors ofFSN E Commerce Ventures Limited ('the Company') was held today i.e., November 04, 2026. The Board of Directors of the Company considered and approved, inter alia, the following matters: a. Unaudited Standalone and Consolidated Financial Results for the quarter and half year ended September 30, 2026 for FY2026-27 With reference to our letter dated October 26, 2026, please note the Board of Directors of the Company, have approved the Unaudited Standalone and Consolidated Financial Results for the quarter and half year ended September 30, 2026. We enclose the Unaudited Standalone and Consolidated Financial Results for the quarter and half year ended September 30, 2026, along with the Limited Review Report of the Statutory Auditors on the said Financial Results, is enclosed as Annexure A. b. Acquisition of 82% equity stake in Simply Nam Beauty Private Limited ("Simply Nam") The Board of Directors approved acquisition of 82% shareholding on a fully diluted basis in Simply Nam for a consideration ofupto INR 33 Crores, in terms of the transaction documents executed with Simply Nam and its shareholders. The relevant details as prescribed under Regulation 30 read with Para A of Schedule III of the SEBI Listing Regulations and SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, is enclosed as Annexure B. The meeting of the Board of Directors commenced at 11:22 a.m. and concluded at 03:44 p.m. (IST). We request you to take the above information on records. Thanking You, Yours faithfully, For FSN E-Commerce Ventures Limited D~tm ... _a __ _ Company Secretary & Compliance Officer Encl.: As Above Registered Office: 104 Vasan Udyog Bhavan I Sun Mill Compound I S. B. Marg I Tulsi Pipe Road I Lower Pa rel (W) I Mumbai.:.. 400013 Website: www.nvkaa .com I Phone: +9122 6838 9616 [ Email- nvkaacompa nvsecretarv@nvkaa.com CIN: L52600MH2012PLC230136
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Sr. No. I II Ill IV V VI VII VIII IX VIII IX X XI XII XIII XIV FSN E-Commerce Ventures Limited CIN: L52600MH2012PLC230136 Regd. Office: 104, Vasan Udyog Bhavan. Sun Mill compound, Tulsi Pipe Road, Lower Parel, Mumbai -400013 Unaudited Consolidated Financial Results for the quarter and half year ended September 30, 2026 (i!' in Crore except per share data) Quarter ended Half year ended Year ended Particulars September 30, June 30, September 30, September 30, September 30, March 31, 2026 2026 2025 2026 2025 2026 Unaudited Unaudited Unaudited Unaudited Unaudited Audited INCOME Revenue from operations 3,006.04 2,782.00 2,345.98 5,788.04 4,500.92 10,022.35 Other income 9.52 9.31 8.03 18.83 17.36 32.77 TOTAL INCOME 3,015.56 2,791.31 2,354.01 5,806.87 4,518.28 10,055.12 EXPENSES Cost of materials consumed 5.86 4.14 0.34 10.00 3.67 14.61 Purchases of stock-in-trade 1,925.28 1,757.89 1,196.53 3,683.17 2,640.98 5,718.58 Changes in inventories of finished goods and stock-in-trade (306.81) (255.61) 95.57 (562.42) (158.78) (226.66) Employee benefits expense 220.05 224.85 182.77 444.90 364.79 771.53 Finance costs 30.52 26.74 31.47 57.26 61.63 117.12 Depreciation and amortisation expense 93.05 89.46 79.09 182.51 155.23 320.33 Other exoenses 899.10 814.68 711.82 1,713.78 1,350.63 2,991.98 TOT AL EXPENSES 2,867.05 2,662.15 2,297.59 5,529.20 4,418.15 9,707.49 PROFIT BEFORE EXCEPTIONAL ITEMS AND TAX Cl -Ill 148.51 129.16 56.42 277.67 100.13 347.63 Exceptional items (net) (refer note 2) 1.04 1.04 17.40 PROFIT BEFORE TAX 1111 -IVl 148.51 129.16 55.38 277.67 99.09 330.23 Tax expense: Current tax 59.23 53.78 20.92 113.01 38.65 137.49 Deferred tax (credit)/ expense (11.91) (4.38) 1.48 (16.29) 2.99 (11.20) Total tax expense 47.32 49.40 22.40 96.72 41.64 126.29 PROFIT FOR THE PERIOD/ YEAR (V -VI) 101.19 79.76 32.98 180.95 57.45 203.94 Share in loss of associate ------ NET PROFIT FOR THE PERIOD (VII + VIII) 101.19 79.76 32.98 180.95 57.45 203.94 Other Comprehensive (Loss)/ Income Items that will not be reclassified to profit or loss Remeasurements of defined benefit plan (2.94) (0.03) 0.40 (2.97) 0.34 1.96 Income-tax effect on above 0.65 0.01 0.08 0.66 0.09 (0.37) Items that will be reclassified to profit or loss Exchange differences on translation of foreign operations, net 0.69 0.10 1.77 0.79 1.94 3.61 Total Other Comprehensive (Lossl / Income (1.601 0.08 2.25 (1.521 2.37 5.20 Total Comprehensive Income (VII+ VIII) 99.59 79.84 35.23 179.43 59.82 209.14 Profit for the period I year attributable to: Equity shareholders of parent 100.81 80.01 34.43 180.82 57.75 199.44 Non-controlling interests 0.38 /0.251 /1.451 0.13 /0.30) 4.50 101.19 79.76 32.98 180.95 57.45 203.94 Other Comprehensive (Loss)/ Income for the period / year attributable to: Equity shareholders of parent (1.88) 0.03 1.61 (1.85) 1.67 3.05 Non-controlling interests 0.28 0.05 0.64 0.33 0.70 2.15 (1.60 0.08 2.25 (1.52) 2.37 5.20 Total Comprehensive Income/ (Loss) for the period/ year attributable to: Equity shareholders of parent 98.93 80.04 36.04 178.97 59.42 202.49 Non-controlling interests 0.66 (0.201 (0.811 0.46 0.40 6.65 99.59 79.84 35.23 179.43 59.82 209.14 Paid-up equity share capital 286.43 286.48 286.13 286.43 286.13 286.33 Face value (i!') 1.00 1.00 1.00 1.00 1.00 1.00 Other Equity 1,151.65 Earnings per equity share (not annualised, except for year ended March 31, 2026) -Basic 0.35 0.28 0.12 0.63 0.20 0.70 Diluted 0.35 0.28 0.12 0.63 0.20 0.70
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Consolidated Statement of Assets and Liabilities (' in Crore) Sr. As at As at No. Particulars September 30, 2026 March 31, 2026 (Unaudited) (Audited) A ASSETS 1 Non-current assets Property, plant and equipment 306.53 299.97 Capital work-in-progress 4.26 9.25 Goodwill 123.52 97.50 Other intangible assets 133.63 149.01 Right of use assets 496.47 461.47 Intangible assets under development 5.46 - Financial assets -Investments 0.16 0.16 -Other financial assets 75.73 68.52 Deferred tax assets (net) 285.88 268.78 Non-current tax assets (net) 24.14 62.26 Other non-current assets 10.57 5.52 Total non-current assets 1,466.35 1,422.44 2 Current assets Inventories 2,209.66 1,642.16 Financial assets -Trade receivables 270.72 289.38 -Cash and cash equivalents 179.70 177.20 -Bank balance other than cash and cash equivalents 169.13 142.83 -Other financial assets 227.43 312.25 Other current assets 819.27 625.12 Total current assets 3,875.91 3,188.94 Total assets 5,342.26 4,611.38 B EQUITY AND LIABILITIES 1 Equity Equity share capital 286.43 286.33 Other equity 1,368.49 1,151.65 Equity attributable to equity holders of the parent 1,654.92 1,437.98 Non-controlling interest 58.94 64.12 Total equity 1,713.86 1,502.10 2 Non-current liabilities Financial liabilities -Borrowings 18.15 18.33 -Lease liabilities 329.63 296.85 -Other financial liabilities 14.63 1.66 Provisions 37.69 34.19 Total non-current liabilities 400.10 351.03 3 Current liabilities Financial liabilities -Borrowings 972.50 728.88 -Lease liabilities 198.47 193.75 -Trade payables Total outstanding dues of micro enterprises and small enterprises 122.50 116.34 Total outstanding dues of creditors other than micro enterprises and small 828.80 616.16 enterprises -Other financial liabilities 955.38 947.30 Provisions 30.09 26.81 Contract liabilities 69.92 60.07 Other current liabilities 50.64 68.94 Total current liabilities 3,228.30 2,758.25 Total liabilities 3,628.40 3,109.28 Total equity and liabilities 5,342.26 4,611.38
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Consolidated Statement of Cash Flows (~ in Crore) For the half year ended For the half year ended Particulars September 30, 2026 September 30, 2025 /Unaudited) /Unaudited) Operating activities Profit before tax 277.67 99.09 Adjustments for non-cash transactions and items considered separately Depreciation of property, plant and equipment and right-of-use assets 158.82 134.33 Amortisation of intangible assets 23.69 20.90 Finance costs 57.26 61.63 Unrealized foreign exchange gain (net) (0.42) (1.45) Share based payment expense 12.61 9.32 Provision for gratuity expense 7.80 3.53 (Reversal) I provision for compensated absence expense (1.40) 1.20 Allowance for expected credit loss 1.21 6.88 Interest income (16.14) (14 00) Loss/ (gain) on sale of plant, property and equipment (net) 0.66 (0.09) Bad debts written off 0.06 - Gain on cancellation of lease (2.18) (0.53) Operating profit before working capital changes 519.64 320.81 Working capital adjustments Decrease/ (Increase) in trade receivables 19.46 (17.53) (Increase) in inventories (564.74) (155.38) Decrease I (Increase) in current financial assets 51.38 (16.63) (Increase) in non-current financial assets (12.19) (11.64) (Increase) in other current assets (192.45) (113.92) Decrease in other non-current assets -4.03 Increase in trade payables 217.61 57.53 Increase in provisions 3.28 2.19 Increase in current financial liabilities 16.65 112.17 (Decrease)/ Increase in other current liabilities (8.54) 10.50 (Decrease) in long-term provisions (6.25) (4.33) Cash flows generated from operating activities before taxes 43.85 187.80 Income-tax paid (net) (72.41) (58.51) Net cash flows (used in) / generated from operating activities (28.56) 129.29 Investing activities Purchase of property, plant and equipment, capital work-in-progress and other intangible assets (73.33) (77.12) (including capital advances and payable for capital goods) Proceeds from sale of property, plant and equipment 0.46 1.95 Proceeds from long-term fixed deposits 15.30 30.64 Investment in long-term fixed deposits (2.14) (11.91) Investment in bank deposits (net) (1.02) (8.99) Purchase of investments including call option (net off cash and cash equivalent) (11.50) - Interest received 8.78 5.09 Net cash flows (used in) investing activities (63.45) (60.34) Financing activities Proceeds from issue of equity shares/ shares pending allotment including securities premium 16.66 18.32 Acquisition of non-controlling interest (9.43) - Issue of shares to non-controlling interest by subsidiary 7.95 15.71 Repayments of non-current borrowings (62.68) (68.45) Proceeds from current borrowings (net) 303.06 96.45 Interest paid on borrowings (30.22) (41.47) Principal repayment of lease liabilities and other financing liabilities (104.43) (81.84) Interest paid on lease liabilities and other financing liabilities (26.40) (2004) Net cash flows generated from I (used in) from financing activities 94.51 (81.32) Net increase/ (decrease) in cash and cash equivalents for the period 2.50 (12.37) Cash and cash equivalents at the beginning of the period 177.20 124.94 Cash and cash equivalents at the end of the period 179.70 112.57
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Segment Information: The Group has identified and reported 'Business Segments' as its primary segment, in accordance with Ind AS 108 'Operating Segments'. The Group's Chief Operating Decision Maker (CODM) reviews the Group's performance and allocates resources as follows:- i) Beauty segment which comprises of online beauty platform, beauty owned brands, physical retail stores, eB2B distribution business and Nykaa Man BPC business. ii) Fashion segment which comprises of Nykaa Fashion, Fashion retail, fashion owned brands, content platform and Nykaa Man lifestyle business. iii) Others which comprises the Group's International beauty business. Unaudited Consolidated Segment wise Revenue, Results and Capital Employed for the quarter and half year ended September 30, 2026: I~ in Crorel Quarter ended Half Year ended Year ended Sr. Particulars September 30, June 30, September 30, September 30, September 30, March 31, No. 2026 2026 2025 2026 2025 2026 Unaudited Unaudited Unaudited Unaudited Unaudited Audited I Segment Revenue A) Beauty 2,699.74 2,516.33 2,131.88 5,216.07 4,107.25 9,139.49 B) Fashion 287.24 252.63 201.00 539.87 371.83 832.16 C) Others 19.06 13.04 13.10 32.10 21.84 50.70 Total Seament Revenue 3 006.04 2 782.00 2 345.98 5 788.04 4 500.92 10 022.35 II Segment Results before exceptional items A) Beauty 180.19 159.10 105.39 339.29 201.67 529.31 B) Fashion (7.65) (8.52) (21.35) (16.17) (48.36) (75.37) C) Others (10.70) (13.90) (9.46) (24.60) (18.13) (43.78) Total Segment Results before 161.84 136.68 74.58 298.52 135.18 410.15 exceptional items Less: Finance costs (Unallocable) 17.14 13.52 21.00 30.66 41.49 73.57 Add: Other Income (Unallocable) 3.81 6.00 2.84 9.81 6.44 11.05 Profit before exceptional items and tax 148.51 129.16 56.42 277.67 100.13 347.63 Ill Segment Results after exceptional items A) Beauty 180.19 159.10 95.01 339.29 191.29 504.13 B) Fashion (7.65) (8.52) (12.01) (16.17) (39.02) (67.54) Cl Others (10.70) (13.90) (9.46) (24.60) (18.13) (4384) Total Segment Results after exceptional 161.84 136.68 73.54 298.52 134.14 392.75 items Less: Finance costs (Unallocable) 17.14 13.52 21.00 30.66 41.49 73.57 Add: Other Income (Unallocable) 3.81 6.00 2.84 9.81 6.44 11.05 Profit before tax 148.51 129.16 55.38 277.67 99.09 330.23 IV Capital Employed (Segment Assets- Segment Liabilities) A) Beauty Segment Assets 4,296.14 4,021.17 3,386.51 4,296.14 3,386.51 3,624.36 Segment Liabilities 2,255.29 2,029.60 1,622.92 2,255.29 1,622.92 2,062.61 B) Fashion Segment Assets 376.30 329.50 289 05 376.30 289.05 305.00 Segment Liabilities 290.24 263.19 204.37 290.24 204.37 206.06 C) Others Segment Assets 124.85 112.50 97.83 124.85 97.83 108.35 Segment Liabilities 74.10 70.59 64.52 74.10 64.52 74.82 D) Unallocated Segment Assets 544.97 569.90 559.01 544.97 559.01 573.67 Seament Liabilities 1,008.77 1,074.52 1,001.16 1,008.77 1,001.16 765.79 Total Capital Emploved 1 713.86 1 595.17 1 439.43 1 713.86 1 439.43 1 502.10
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Notes: 1. The Unaudited Consolidated Financial Results of the Holding Company for the quarter and half year ended September 30, 2026 have been prepared in accordance with the recognition and measurement principles laid down in the applicable Indian Accounting Standards ('Ind AS') as prescribed under section 133 of the Companies Act 2013, as amended, read with relevant rules thereunder and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended. These Unaudited Standalone Financial Results, as reviewed by the Audit Committee of the Board, were approved and taken on record by the Board of Directors at their meeting held on November 04, 2026. 2. During the year ended March 31, 2026, the Group recognised following exceptional items: a) Income oft 9.34 crores (net of expenses) representing receipt of arbitration award dated August 5, 2025. This was for a legal dispute initiated by one of the subsidiaries of the Group for breach of employment contract obligations of confidentiality and non-solicitation. b) Expense of t 10.38 crores (including applicable GST) on account of theft of inventory at one of the subsidiary's warehouses. The subsidiary has filed police complaint and registered a claim with the insurance company. c) Pursuant to the implementation of the four Labour Codes effective November 21, 2025, the Group assessed the consequential financial impact and recognised an amount of t 16.36 crores during the year ended March 31, 2026 as an exceptional item. 3. Subsequent to the approval by Board of Directors on May 21, 2026, the Holding Company has exercised the contractual call option to acquire 20,864 equity shares in Earth Rhythm Limited (ERL) for consideration oft 9.43 crores during the quarter ended September 30, 2026. 4. The Board of Directors, at its meeting held on August 04, 2026, approved the acquisition of 51% stake in Aminu Wellness Private Limited ('AWPL') for a consideration of up tot 32 crores. During the quarter ended September 30, 2026, the Holding Company completed the acquisition of 51% stake in AWPL. The consideration paid during the current quarter towards this acquisition wast 21.70 crores, and the balance consideration is payable in accordance with the agreed schedule under the Share Subscription cum Purchase Agreement. The Holding Company is in the process of completing the Purchase Price Allocation (PPA) in accordance with Ind AS 103, 'Business Combinations'. Accordingly, as at the acquisition date, it has recognised the Group's share in the carrying amount of assets and liabilities of the subsidiary and non-controlling interest (NCI). The difference between the Purchase consideration and net assets (including NCI) amounting tot 26.02 crores is recognised as goodwill on a provisional basis. 5. Financial results of FSN E-Commerce Ventures Limited (Standalone)· Sr. Particulars No. 1 Total Income 2 Profit before tax 3 Profit after tax For and on behalf of Board of Directors FSN E-Commerce Ventures Limited r~~LL~' ~0-joS' ---Falg.uni Nayar Executive Chairperson, CEO & Managing Direc Place: Mumbai Date: November 04, 2026 Quarter ended September 30, June 30, 2026 2026 Unaudited Unaudited 154.63 127.69 22.66 12.78 16.71 9.57 Half Year ended Year ended September 30, September 30, September 30, March 31, 2025 2026 2025 2026 Unaudited Unaudited Unaudited Audited 117.53 282.32 239.46 545.84 16.52 35.44 33.96 112.93 12.25 26.28 25.17 87.86
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Walker Chandiok &.Co LLP Walker Chandiok & Co LLP 42nd Floor, Building Commerz Ill , International Business Park, Oberoi Garden City, Off Western Express Highway, Goregaon (East), Mumbai - 400063 T +91 22 6626 2699 F +91 22 6626 2601 Independent Auditor's Review Report on Consolidated Unaudited Quarterly Financial Results and Year to Date Results of the Company pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) To the Board of Directors of FSN E-commerce Ventures Limited 1. We have reviewed the accompanying statement of unaudited consolidated financial results (the 'Statement') of FSN E-Commerce Ventures Limited (the 'Holding Company') and its subsidiaries (the Holding Company and its subsidiaries together referred to as the 'Group') (refer Annexure 1 for the list of subsidiaries included in the Statement) for the quarter ended 30 September 2026 and the consolidated year to date results for the period 01 April 2026 to 30 September 2026, being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ('Listing Regulations'). 2. This Statement, which is the responsibility of the Holding Company's management and approved by the Holding Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, Interim Financial Reporting ('Ind AS 34'), prescribed under section 133 of the Companies Act, 2013 (the 'Act'), and other accounting principles generally accepted in India and is in compliance with the presentation and disclosure requirements of Regulation 33 of the Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our review. 3. We conducted our review of the Statement in accordance with the Standard on Review Engagements ('SRE') 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the Standards on Auditing specified under section 143(10) of the Act, and consequently , does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33 (8) of the Listing Regulations, to the extent applicable. Chartered Accountants Offices in Ahmedabad, Bengaluru, Bhubaneswar, Chandigarh, Chennai, Dehradun, Goa, Gurugram, Guwahati, Hyderabad , Indore, Jaipur, Kochi, Kolkata, Mumbai, New Delhi, Naida and Pune Walker Chandiok & Co LLP is registered with limited liability with identification number MC- 2085 and has its registered office at L-41 , Connaught Circus, Outer Circle, New Delhi, 110001, India
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Walker Chandiok &_Co LLP Independent Auditor's Review Report on Consolidated Unaudited Quarterly Financial Results and Year to Date Results of FSN E-Commerce Ventures Limited pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (cont'd) 4. Based on our review conducted and procedures performed as stated in paragraph 3 above and upon consideration of the review reports of the other auditor referred to in paragraph 5 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in Ind AS 34, prescribed under section 133 of the Act, and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in accordance with the requirements of Regulation 33 of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement. 5. We did not review the interim financial information of 15 subsidiaries included in the Statement, whose financial information reflect total assets of ~ 971 Crores as at 30 September 2026, total revenues of z 341 Crores and z 676 Crores, total net profit after tax of z 25 Crores and z 53 Crores, total comprehensive income of z 25 Crores and z 53 Crores for the quarter and year-to-date period ended on 30 September 2026, respectively, and net cash inflows of z 8.78 Crores for the period ended 30 September 2026, as considered in the Statement. These interim financial information have been reviewed by the other auditor whose review reports have been furnished to us by the management, and our conclusion in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on the review reports of such other auditor and the procedures performed by us as stated in paragraph 3 above. Our conclusion is not modified in respect of this matter with respect to our reliance on the work done by and the reports of the other auditor. 6. The review of unaudited consolidated quarterly financial results for the period ended 30 June 2026, included in the Statement was carried out and reported by S.R. Batliboi & Associates LLP who have expressed unmodified conclusion vide their review report dated 04 August 2026, whose review report has been furnished to us by the management and which has been relied upon by us for the purpose of our review of the Statement. Our conclusion is not modified in respect of this matter. 7. The review of unaudited consolidated quarterly and year-to-date financial results for the period ended 30 September 2025 and audit of consolidated financial results for the year ended 31 March 2026 included in the Statement was carried out and reported by S.R. Batliboi & Associates LLP who have expressed unmodified conclusion vide their review report dated 07 November 2025 and unmodified opinion vide their audit report dated 21 May 2026, respectively, whose reports have been furnished to us by the management and which have been relied upon by us for the purpose of our review of the Statement. Our conclusion is not modified in respect of this matter. For Walker Chandiok & Co LLP Chartered Accountants UDIN: 26504662ISSOVO7552 Place: Mumbai Date: 04 November 2026 Chartered Accountants Offices in Ahmedabad, Bengalunu, Bhubaneswar, Chandigarh, Chennai, Dehradun, Goa, Gurugram, Guwahati, Hyderabad, Indore, Jaipur, Kechi, Kolkata, Mumbai, New Delhi, Naida and Pune Walker Chandiok & Co LLP is registered with limited liability with identification number AAC- 2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India
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Walker Chandiok &.Co LLP Independent Auditor's Review Report on Consolidated Unaudited Quarterly Financial Results and Year to Date Results of FSN E-commerce Ventures Limited pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (cont'd) Annexure 1 List of subsidiaries included in the Statement 1. Nykaa E-Retail Limited 2. FSN Brands Marketing Private Limited 3. Nykaa Fashion Limited 4. FSN Distribution Limited 5. Nykaa-KK Beauty Private Limited 6. Dot & Key Wellness Limited 7. Nudge Wellness Private Limited 8. Nykaa Foundation 9. Earth Rhythm Limited 10. Nykaa Ventures Private Limited (Formerly known as Nykaa Essentials Private Limited) 11. Ami nu Wellness Private Limited (w.e.f. 24 September 2026) 12. FSN International Limited 13. Nykaa International UK Limited (Wholly owned subsidiary of FSN International Limited) 14. FSN Global FZE (Wholly owned subsidiary of FSN International Limited) 15. Nessa International Holdings Limited (Subsidiary of FSN International Limited) 16. Nysaa Beauty LLC (Subsidiary of Nessa International Holdings Limited) 17. Nysaa Cosmetics Trading (Subsidiary of Nessa International Holdings Limited 18. Nysaa International for Wholesale and Retail Trade Co. SPC (Subsidiary of Nessa International Holdings Limited) 19. Nysaa Trading LLC (Subsidiary of Nessa International Holdings Limited) 20. Nysaa Distribution FZE (Subsidiary of Nessa International Holdings Limited) 21. Nysaa Cosmetics SPC (Subsidiary of Nessa International Holdings Limited) 22. Nysaa Beauty Bahrain W.L.L. (Subsidiary of Nessa International Holdings Limited) Chartered Accountants Offices in Ahmedabad, Bengaluru, Bhubaneswar, Chandigarh, Chennai, Dehradun, Goa, Gurugram, Guwahati, Hyderabad, Indore, Jaipur, Kochi, Kolkata, Mumbai, New Delhi, Naida and Pune Walker Chandiok & Co LLP is registered with limited liability with identification number AAC- 2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India
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Sr. no. I II Ill IV V VI VII VIII IX X XI XII FSN E-Commerce Ventures Limited CIN: L52600MH2012PLC230136 Regd. Office: 104, Vasan Udyog Bhavan. Sun Mill compound, Tutsi Pipe Road, Lower Pare!, Mumbai -400013 Unaudited Standalone Financial Results for the quarter and half year ended September 30, 2026 (fin Crore, except per share data) Quarter ended Half year ended Year ended Particulars September 30, June 30, 2026 September 30, September 30, September 30, March 31, 2026 2026 2025 2026 2025 Unaudited Unaudited Unaudited Unaudited Unaudited Audited INCOME Revenue from operations 103.61 75.42 76.97 179.03 158.80 356.51 Other income 51.02 52.27 40.56 103.29 80.66 189.33 TOTAL INCOME 154.63 127.69 117.53 282.32 239.46 545.84 EXPENSES Cost of materials consumed 0.53 0.20 1.52 0.73 3.08 3.93 Purchases of stock-in-trade 64.43 39.41 29.77 103.84 57.60 142.52 Changes in inventories of finished goods and stock-in-trade (19.59) (3.48) 2.98 (23.07) 14.04 6.01 Employee benefits expense 16.42 18.65 17.62 35.07 33.72 67.62 Finance costs 2.55 4.79 2.50 7.34 4.85 12.17 Depreciation and amortisation expense 6.17 6.34 3.98 12.51 7.18 16.31 Other exoenses 61.46 49.00 42.64 110.46 85.03 182.12 TOTAL EXPENSES 131.97 114.91 101.01 246.88 205.50 430.78 PROFIT BEFORE EXCEPTIONAL ITEMS AND TAX (1-11) 22.66 12.78 16.52 35.44 33.96 115.06 Exceptional items (refer note 2) . ---2.13 PROFIT BEFORE TAX (Ill-IV) 22.66 12.78 16.52 35.44 33.96 112.93 Tax expense: Current tax 6.71 1.95 1.55 8.66 3.19 17.23 Deferred tax (credit) I expense (0.76) 1.26 2.72 0.50 5.60 7.84 Total tax expense 5.95 3.21 4.27 9.16 8.79 25.07 PROFIT FOR THE PERIOD I YEAR (V-VI) 16.71 9.57 12.25 26.28 25.17 87.86 Other Comprehensive Income Items that will not be reclassified to profit or loss Remeasurements of defined benefit plan (0.15) -(0.06) (0.15) (0.06) 0.09 Income-tax effect on above 0.04 -0.01 0.04 0.01 (0.02) Total Other Comprehensive (Loss) I Income (0.11) -(0.05) (0.11) (0.05) 0.07 Total Comprehensive Income (Vll+VIII) 16.60 9.57 12.20 26.17 25.12 87.93 Paid-up equity share capital 286.43 286.48 286.13 286.43 286.13 286.33 Face value (f) 1.00 1.00 1.00 1.00 1.00 1.00 Other equity 1,516.59 Earnings per equity share (not annualised, except for year ended March 31, 2026) -Basic 0.06 0.03 0.04 0.09 0.09 0.31 . Diluted 0.06 0.03 0.04 0.09 0.09 0.31
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Statement of Assets and Liabilities (~ in Crore) Sr. Particulars As at As at no. September 30, 2026 March 31, 2026 Unaudited Audited A Assets 1 Non-current assets Property, plant and equipment 31.57 30.92 Capital work-in-progress 0.30 - Intangible assets 46.37 43.29 Right of use assets 5.37 7.44 Financial assets -Investments (refer note 3 & 4) 1,008.24 943.64 -Loans 372.85 540.47 -Other financial assets 15.78 17.04 Deferred tax assets ( net) 48.91 49.37 Non-current tax assets (net) 33.66 19.24 Other non-current assets 1.11 0.84 Total non-current assets 1,564.16 1,652.25 2 Current assets Inventories 100.56 77.61 Financial assets -Trade receivables 159.17 95.75 -Cash and cash equivalents 7.56 4.70 -Bank balance other than cash and cash equivalents 84.50 77.83 -Loans 144.22 174.40 -Other financial assets 57.39 59.71 Other current assets 31.85 20.03 Total current assets 585.25 510.03 Total assets 2,149.41 2,162.28 B Equity and liabilities 1 Equity Equity share capital 286.43 286.33 Other equity 1,571.15 1,516.59 Total equity 1,857.58 1,802.92 2 Non-current liabilities Financial liabilities -Borrowings -95.00 -Lease liabilities 16.29 18.60 -Other financial liabilities 10.30 - Provisions 7.93 7.35 Total non-current liabilities 34.52 120.95 3 Current liabilities Financial liabilities -Borrowings 106.00 87.00 -Lease liabilities 8.00 7.40 -Trade payables Total outstanding dues of micro enterprises and small enterprises 7.52 4.27 Total outstanding dues of creditors other than micro enterprises and small enterprises 23.90 15.43 -Other financial liabilities 90.11 98.41 Provisions 4.70 4.84 Contract liabilities 1.21 4.34 Other current liabilities 15.87 16.72 Total current liabilities 257.31 238.41 Total liabilities 291.83 359.36 Total equity and liabilities 2,149.41 2,162.28
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Statement of Cash Flows (~ in Crore) Particulars For the half year ended For the half year ended September 30, 2026 September 30, 2025 Unaudited Unaudited Operating activities Profit before tax 35.44 33.96 Adjustments for non-cash transactions and items considered separately Depreciation of property, plant and equipment and right of use assets 7.41 6.56 Amortisation of intangible assets 5.10 0.62 Finance costs 7.34 4.85 Unrealised foreign exchange loss/ (gain) (net) 0.00* (0.11) Share based payment expense 2.62 2.39 Provision for gratuity expense 1.01 0.63 (Reversal)/ provision for compensated absence expense (0.46) 0.23 Allowance for expected credit loss 2.01 0.32 Commission on financial guarantee (5.51) (5.31) Interest income (28.55) (26.14) Operating profit before working capital changes 26.41 18.00 Working capital adjustments (Increase) in trade receivables (56.21) (31.91) (Increase)/ decrease in inventories (22.95) 15.76 Decrease in current financial assets 3.16 8.67 Decrease I (increase) in non-current financial assets 0.01 (0.26) (Increase) in other current assets (11.81) (1.48) (Increase) in other non-current assets (0.00)* (0.24) Increase/ (decrease) in trade payables 11.72 (21.86) (Decrease) I increase in provisions (0.26) 0.42 (Decrease) in current financial liabilities (12.61) (12.92) (Decrease) in other current liabilities (0.66) (2.17) Cash used in operating activities before taxes (63.20) (27.99) Income-tax (paid)/ refund (net) (23.09) 1.17 Net cash flows used in operating activities (86.29) (26.82) Investing activities Purchase of property, plant and equipment, capital work-in-progress and other intangible assets (8.71) (14.91) (including capital advances and payable for capital goods) Investment from fixed deposits (net) (5.02) (19.12) Proceeds from long term fixed deposits -10.00 Investment in subsidiaries (refer note 3 and 4) (53.12) (5.05) Long-term loans repaid by subsidiaries 256.65 712.78 Long-term loans given to subsidiaries (89.03) (763.50) Short-term loans repaid by subsidiaries (net) 30.18 34.16 Commission on financial guarantee 2.19 9.78 Interest received 25.48 23.61 Net cash flows qenerated / (used in) investinq activities 158.62 (12.25) Financing activities Proceeds from issue of equity shares/ shares pending allotment including securities premium 16.65 18.32 Proceeds from non-current borrowings 95.00 35.00 Repayment of non-current borrowings (190.00) - Proceeds from current borrowings (net) 19.00 9.28 Interest paid on borrowings (6.39) (3.49) Rental income on sub-lease 2.46 2.35 Principal payment of lease liabilities (4.89) (4.67) Interest paid on lease liabilities (1.30) (0.56) Net cash flows (used in}/ qenerated from financing activities (69.47) 56.23 Net increase in cash and cash equivalents for the period 2.86 17.16 Cash and cash equivalents at the beginning of the period 4.70 5.50 Cash and cash equivalents at the end of the period 7.56 22.66 . Less than ~ 0.01 crore.
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Notes: The Unaudited Standalone Financial Results of the Company for the quarter and half year ended September 30, 2026 have been prepared in accordance with the recognition and measurement principles laid down in the applicable Indian Accounting Standards ('lndAS') as prescribed under section 133 of the Companies Act 2013, as amended, read with relevant rules thereunder and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended. These Unaudited Standalone Financial Results, as reviewed by the Audit Committee of the Board, were approved and taken on record by the Board of Directors at their meeting held on November 04, 2026. 2 Pursuant to the implementation of the four Labour Codes effective November 21, 2025, the Company assessed the consequential financial impact and recognised an amount of { 2.13 crores during the year ended March 31, 2026 as an exceptional item. 3 Subsequent to the approval by Board of Directors on May 21, 2026, the Company has exercised the contractual call option to acquire 20,864 equity shares in Earth Rhythm Limited (ERL) for consideration of { 9.43 crores during the quarter ended September 30, 2026. 4 The Board of Directors, at its meeting held on August 04, 2026, approved the acquisition of 51% stake in Aminu Wellness Private Limited ('AWPL') for a consideration of up to { 32 crores. During the quarter ended September 30, 2026, the Company completed the acquisition of 51% stake in AWPL. The consideration paid during the current quarter towards this acquisition was { 21.70 crores, and the balance consideration is payable in accordance with the agreed schedule under the Share Subscription cum Purchase Agreement. 5 In accordance with Ind AS 108 'Operating Segments', segment information has been given in the consolidated financial results of the Company and therefore, no separate disclosure on segment information is given in standalone financial results. Place: Mumbai Date: November 04, 2026
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Walker Chandiok &_Co LLP Walker Chandiok & Co LLP 42nd Floor, Building Commerz Ill , International Business Park, Oberoi Garden City, Off Western Express Highway, Goregaon (East), Mumbai - 400063 T +91 22 6626 2699 F +91 22 6626 2601 Independent Auditor's Review Report on Standalone Unaudited Quarterly Financial Results and Year to Date Results of the Company pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) To the Board of Directors of FSN E-Commerce Ventures Limited 1. We have reviewed the accompanying statement of standalone unaudited financial results (the 'Statement') of FSN E-commerce Ventures Limited (the 'Company') for the quarter ended 30 September 2026 and the year to date results for the period 01 April 2026 to 30 September 2026, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ('Listing Regulations') . 2. The Statement, which is the responsibility of the Company's management and approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, Interim Financial Reporting ('Ind AS 34'), prescribed under section 133 of the Companies Act, 2013 (the 'Act'), and other accounting principles generally accepted in India and is in compliance with the presentation and disclosure requirements of Regulation 33 of the Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our review. 3. We conducted our review of the Statement in accordance with the Standard on Review Engagements ('SRE') 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the Standards on Auditing specified under section 143(10) of the Act, and consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Chartered Accountants Offices in Ahmedabad, Bengaluru, Bhubaneswar, Chandigarh, Chennai, Dehradun, Goa, Gurugram, Guwahati, Hyderabad, Indore, Jaipur, Kochi, Kolkata, Mumbai, New Delhi, Naida and Pune Walker Chandiok & Co LLP is registered with limited liability with identification number AAC- 2085 and has its registered office at L-41 , Connaught Circus, Outer Circle, New Delhi, 110001, India
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Walker Chandiok &_Co LLP Independent Auditor's Review Report on Standalone Unaudited Quarterly Financial Results and Year to Date Results of FSN E-Commerce Ventures Limited pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (cont'd) 4. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in Ind AS 34, prescribed under section 133 of the Act, and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in accordance with the requirements of Regulation 33 of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement. 5. The review of standalone unaudited quarterly financial results for the period ended 30 June 2026, included in the Statement was carried out and reported by S.R. Batliboi & Associates LLP who has expressed unmodified conclusion vide their review report dated 04 August 2026, whose review report has been furnished to us by the management and which has been relied upon by us for the purpose of our review of the Statement. Our conclusion is not modified in respect of this matter. 6. The review of standalone unaudited quarterly and year-to-date financial results for the period ended 30 September 2025 and audit of standalone financial results for the year ended 31 March 2026 included in the Statement was carried out and reported by S.R. Batliboi & Associates LLP who has expressed unmodified conclusion vide their review report dated 07 November 2025 and unmodified opinion vide their audit report dated 21 May 2026, respectively, whose reports have been furnished to us by the management and which have been relied upon by us for the purpose of our review of the Statement. Our conclusion is not modified in respect of this matter. For Walker Chandiok & Co LLP Chartered Accountants Firm Registration No: 00107 N500013 is Partner Membership No. 504662 UDIN: 26504662YBLYOD1531 Place: Mumbai Date: 04 November 2026 Chartered Accountants Offices in Ahmedabad, Bengaluru, Bhubaneswar, Chandigarh, Chennai, Dehradun, Goa, Gurugram, Guwahati, Hyderabad, Indore, Jaipur, Kechi, Kolkata, Mumbai, New Delhi, Naida and Pune Walker Chandiok & Co LLP is registered with limited liability with identification number AAC- 2085 and has its registered office at L-41, Connaught Circus, Outer Circle, New Delhi, 110001, India
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FSN E-Co_rnrnerceVentures _Limited Annexure B Brief Details of the Transaction - -- - - -· -- ---·· -· -~- ·--- . - - ·-· -- ··- -- -· -- - -· . ... _ __ __ __ ·--· Sr. Particulars Details No. -· Simply Nam Beauty Private Limited ("Simply Nam") was incorporated on July 7, 2022, under the Companies Act, 2013. It Name of the target entity, details in brief such as is inter-alia engaged in the business of marketing and sale of a. size, turnover etc. cosmetics products in the makeup category: Turnover of Simply Nam Beauty Private Limited for FY 2025- 26 is Rs. 16.99 crores The proposed transaction is not a Related Party Transaction as Whether the acquisition would fall within related defined under the Securities and Exchange Board of India party transaction( s) and whether the promoter/ (Listing Obligations and Disclosure Requirements) Regulations, 2015. b. promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest None of the promoter/ promoter group/ group companies have and details thereof and whether the same is done at "arm's length"; any interest. The proposed transaction is being done on arm's length basis. C. Industry to which the entity being acquired belongs Beauty and Personal Care (' BPC') 1. BPC and makeup spend m India is undergoing premiumization and there is a significant white space for premium professional makeup business. Globally, makeup Objects and impact of acquisition (including but not artist-led brands have been very successful. d. limited to, disclosure of reasons for acquisition of 2. Simply Nam is a premium makeup brand led by a leading target entity, if its business is outside the main line Indian celebrity makeup artist, Namrata Soni, and hence, of business of the listed entity) Simply Nam fits well within this white space for Nykaa. 3. Simply Nam has strong customer insights, formulations which are built for Indian skin and strong brand recall through their education-led content. e. Brief details of any governmental or regulatory None approvals required for the acquisition f. Indicative time period for completion of the The transaction is expected to be completed by December 31, acquisition 2026, subject to completion of closing conditions. Consideration - whether cash consideration or share Cash g. swap or any other form and details of the same h. Cost of acquisition or the price at which the shares up to Rs. 33 crores are acquired I. Percentage of shareholding / control acquired and / 82% or number of shares acquired Simply Nam Beauty Private Limited was incorporated on July 7, 2022, under the Companies Act, 2013. It is inter-alia engaged in the business of marketing and sale of cosmetics products in Brief background about the entity acquired in terms the makeup category. of products/line of business acquired, date of j. incorporation , history of last 3 years turnover, Details of Turnover of Simply Nam Beauty Private Limited in country in which the acquired entity has presence last 3 years: and any other significant information (in brief) FY 2025-26 : Rs. 16.99 Crores FY 2024-25: Rs. 9.61 Crores FY 2023-24 : Rs. 3.70 Crores Registered Office: 104 Vasan Udyog Bhavan I Sun Mill Compound IS. B. Marg I Tulsi Pipe Road I Lower Parel (W) I Mumbai- 400013 Website: www.nvkaa.com I Phone: +91226838 96161 Email- nvkaacompanvse cretarv@.nvkaa.com CIN: L52600MH2012PLC230136