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FSN E-Commerce Ventures Ltd Management Discussions

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Oct 9, 2026|03:58:11 PM

FSN E-Commerce Ventures Ltd Share Price Management Discussions

A. Economy and Industry Overview

A1. Indian Economy

Indias economic story continues to be shaped by resilience, scale and structural depth. Even against an uncertain global backdrop, growth remains supported by strong domestic demand, robust public investment, improving infrastructure, a deepening digital ecosystem and rising formalisation across sectors. Backed by sound macroeconomic fundamentals, a well-capitalised financial system and deeper integration into global supply chains, the economy is estimated to have grown by 7.7% in FY2026 to $4 trillion, marking a structural doubling of economic value over the past decade. It is projected to nearly double again to $8-10 trillion by FY2036, reinforcing Indias position as one of the worlds fastest-growing major economies and a compelling long-term growth market.

India GDP

($ tr)

- FY16: $2 tr

- FY26: $4 tr

- FY36E: $8-10 tr

(Arrows indicating 2x+ growth between periods)

Source: - IMF, Morgan Stanley

FSN E-Commerce Ventures Limited

Policy support remained an important anchor for Indias growth trajectory during the year. The Government continued to pursue a disciplined but supportive fiscal stance, with rising capital expenditure reinforcing the multi-year effort to expand infrastructure and build capacity. Budget initiatives focused on manufacturing, innovation, digital infrastructure and clean-tech transition also created an optimistic investment environment. On the consumption side, income-tax relief and GST rationalisation across several key categories helped improve disposable incomes and support household demand.

At the same time, monetary conditions became more accommodative as inflation eased, enabling the Reserve Bank of India to lower policy rates in a calibrated manner during 2025 and maintain liquidity support. The repo rate stood at 5.25% as of April 2026, marking a cumulative reduction of 125 basis points from the 6.50% peak in late 2024. Fiscal discipline was maintained alongside this easing, with the Government targeting a fiscal deficit of 4.3% of GDP for FY2027 compared compared with 4.4% in FY2026. Collectively, these fiscal and monetary measures supported consumer confidence, sustained investment momentum and helped create a more balanced growth environment, even as economic activity continued to vary across regions, income groups and sectors.

India Real GDP Growth Trend

(%)

- FY23: 7.2%

- FY24: 8.2%

- FY25: 6.5%

- FY26: 7.7%

- FY27P: 6.6%

Source: RBI, CSO, Bloomberg

Outlook

Despite a challenging global backdrop marked by trade fragmentation, tariff uncertainty and volatility in commodity and financial markets, Indias growth momentum remained strong in FY2026. Favourable demographics, rising affluence, rapid digitalisation, economic formalisation and robust infrastructure development are combining to create one of the most compelling consumption opportunities globally.

A2 Indian Retail Industry

Indias retail market, currently valued at approximately $0.9 trillion, is projected to expand to $1.3-1.4 trillion by FY2036, making it the worlds third-largest retail market. This growth is being driven by resilient domestic consumption, rapid digital adoption, rising disposable incomes, and an accelerating shift towards organised retail, creating a strong foundation for long-term consumption-led growth.

While Indias consumption opportunity is expanding, digitalisation is fundamentally reshaping how consumers discover, evaluate, and purchase products. Over the past decade, India has built one of the worlds most extensive digital ecosystems, supported by widespread smartphone adoption, affordable internet access, digital public infrastructure, and rapid growth in digital payments.

Indias Expanding Digital Consumer Ecosystem

Indicator FY2026 FY2031P
Internet Users 958 million 1.1+ billion
Smartphone Users 660 million 1 billion+
Social Media Users 500 million 850 million
Online Commerce Users 310 million 400 million
Source: Redseer, Kantar, PIB

This robust foundation has accelerated the adoption of digital-first shopping behaviours across all income brackets and geographies. Todays consumers navigate seamlessly across multiple touchpoints before completing a transaction. Product discovery often happens through social platforms, creator content, or digital communities, while evaluation relies heavily on online reviews, tutorials, and peer recommendations. Whether the final purchase occurs online or at a store, the decision-making process is now increasingly digital.

The convergence of content, community, and commerce defines the modern Indian shopping experience, the e-retail segment is naturally outperforming the broader retail market. Indias e-retail sector reached $65 billion in FY2026, up from $54 billion in FY2025 (~20% YoY growth), and is projected to expand to $175 billion by FY2031, growing at 21-22% CAGR. This next phase of growth is expected to be led by new-age and Tier 2+ consumers. Gen Z accounted for 2 in 5 new e-retail shoppers in FY2026, with spend per shopper growing 2.5x faster than that of other shoppers. Tier 2+ cities contributed 2 in 3 new e-retail shoppers, with average order values already at 0.9x of metro cities.

Ultimately, these statistics point to a broader macro shift: Indias consumption landscape is undergoing a structural transformation, and the country is poised to emerge as one of the worlds largest premium consumption markets over the coming years.

FSN E-Commerce Ventures Limited

Key Trends Shaping Indias Consumption Wave

1. The Affluence Wave and Urbanisation

Indias consumption story is no longer being driven by population growth alone; it is increasingly being powered by rising affluence and urbanisation. As incomes expand and households migrate towards cities, the countrys consumer pyramid is undergoing a meaningful shift toward higher spending cohorts.

Indias total households are expected to increase from 326 million in FY2026 to 382 million by FY2036, while urban households are projected to grow from 138 million (42% of households) to 195 million (51%). More importantly, the urban wealthy and affluent cohort is expected to more than double from 17 million to 35 million households (2.1x), while the emerging affluent segment is projected to grow from 33 million to 59 million households (1.8x).

This shift is even more striking when viewed through the lens of purchasing power. Each of these cohorts, in income-pool terms, is already the size of a mid-sized economy and is set to double or more within a decade. The income pool of the urban wealthy and affluent cohort is expected to expand from $2 trillion in FY2026—roughly the size of South Koreas economy—to $4.6 trillion by FY2036, comparable to Japans GDP. Similarly, the urban emerging cohorts income pool is expected to double from $0.5 trillion to $1 trillion over the same period.

Urban Households to Cross 50% by FY36, Led by Affluent + Emerging Cohorts

India Consumer Cohorts—Households (mn) by Urban/Rural Segment

FY26 FY36E
Total Households 326 382
Urban 138 mn (42%) 195 mn (51%)
Urban wealthy + affluent ($50K+ annual income) 17 mn (5%) 35 mn (9%)
Urban emerging ($13K-50K annual income) 33 mn (10%) 59 mn (16%)
Urban others ($4K-13K annual income) 88 mn (27%) 101 mn (26%)
Rural 188 mn (58%) 187 mn (49%)
Rural wealthy + affluent ($20K+ annual income) 10 mn (3%) 13 mn (3%)
Rural others ($2-20K annual income) 177 mn (55%) 174 mn (46%)

- Urban wealthy + affluent: 2.1x growth

- Urban emerging: 1.8x growth

- Urban others: 1.1x growth

- Rural wealthy + affluent: 1.3x growth

Callouts:

- ~95 mn HH, ~$5.4tr annual income

- ~113 mn HH, ~$1.1tr annual income

Urban household income will double in next 10 years led by affluent + emerging household cohorts

Source: CLSA report

By FY2036, the urban wealthy, affluent and emerging households will account for only about one-quarter of Indias households, yet generate nearly 70% of the countrys household income pool, exceeding $5 trillion. This concentration of purchasing power suggests that Indias consumption opportunity will increasingly be driven by consumers with greater spending capacity and a stronger preference for premium and lifestyle-oriented products. This growing affluence naturally shifts consumption beyond essential needs towards discretionary purchases, making discretionary consumption the next major leg of Indias consumption story.

Every Cohort, a Country-sized Opportunity

Urban wealthy + Affluent ($ tr) Urban Emerging ($ tr) Urban Others ($ tr) Rural Wealthy + Affluent ($ tr)
FY26 $2 $0.5 $0.4 $0.3
FY36E $4.6 $1 $0.6 $0.5
Growth 2x+ 2x 1.4x 2x
Households (mn) 17 Rs 35 (2.1x) 33 Rs 59 (1.8x) 88 Rs 101 (1.1x) 10 Rs 13 (1.3x)

FY2026 GDP Comparables:

- Urban wealthy + Affluent (FY26): South Korea; (FY36E): Japan

- Urban Emerging (FY26): Vietnam; (FY36E): Switzerland

- Urban Others (FY26): South Africa; (FY36E): UAE

- Rural Wealthy + Affluent (FY26): Portugal; (FY36E): Thailand

Source: CLSA report, IMF, World Bank

2. Discretionary Consumption

As household incomes rise, spending patterns are beginning to resemble those of more mature consumer markets. A larger share of the retail wallet is now directed towards discretionary categories, reflecting improving purchasing power and increasing lifestyle aspirations.

Indias discretionary spending continues to converge toward levels seen in these more mature markets. In FY2016, discretionary purchases accounted for just 35% of Indias $400 billion retail market. FY2026 that figure rose to 53% of an $870 billion market, and it is projected to reach 60-62% of a $1.3-1.4 trillion market by FY2036. However, this is still meaningfully below the discretionary shares in China (67% of a $7.2 trillion market) and the US (77% of $8.7 trillion market)—signaling tremendous headroom for continued premiumisation in the Indian consumers lifestyle journey.

Within discretionary consumption, spending also varies significantly across income cohorts. The urban wealthy—the fastest-growing consumer segment—already spends nearly $19,000 annually on discretionary categories, while the urban affluent spends around $9,000.

Within discretionary spend, BPC and Fashion are established as the fastest-growing categories, each expected to grow at 12%+ CAGR between FY2026 and FY2031, ahead of the ~10% CAGR for overall discretionary spend. Indias discretionary spend pool is expected to grow from $465 billion in FY2026 (of which BPC and fashion together contribute ~23%, or ~$110 billion) to $740 billion by FY2031 (BPC and fashion contributing ~30%, or ~$200 billion), effectively doubling this opportunity.

Discretionary Spend to See Outsized Growth with Continued GDP Growth

India GDP ($ tr) FY16 FY26 FY36E
$2 tr $4 tr $8-10 tr
India Discretionary Spend as % of Retail (%) FY16 FY26 FY36E China — FY26 US — FY26
35% 53% 60-62% 67% 77%
GDP ($ tr) Rs 2 4 8-10 20 30
Overall retail market size ($ bn) 400 870 1,250 - 1,400 7,150 8,700
Source: India got retail (2025), IMF, Morgan Stanley. U.S. Census Bureau, National Bureau of Statistics of China

BPC and Fashion are the Fastest Growing Discretionary Categories

FY2026-31E CAGR (%) Overall Discretionary BPC Fashion
10% 12%+ 12%+
Indias Discretionary Spend (%) FY26 ($465 bn) FY31E ($740 bn)
BPC + Fashion 23% ($110 bn) 30% ($200 bn)
Source: CLSA report, Redseer (India BPC 2030 and India got retail 2025)

3. Digitally Native Consumers

Indias demographic advantage is steadily translating into a powerful consumption advantage. Millennials, Gen Z and, increasingly, Gen Alpha are becoming the dominant drivers of consumer demand, bringing distinctly different shopping behaviours, brand preferences and digital engagement.

Millennials and Gen Z together represented 54% of Indias working-age population in FY2016. By FY2026, this had increased to 71%, and with Gen Alpha entering the workforce, these three generations together are expected to account for 86% of the working-age population by FY2036.

Alongside this demographic shift, consumption expenditure from these cohorts is projected to double—from $2 trillion in FY2026 to $4 trillion by FY2036.

Their influence is already visible across lifestyle categories:

- Over 90% of Indias Beauty & Personal Care and Fashion spending is driven by Millennials and Gen Z.

- One in two Gen Z women allocate around 20% of their discretionary wallet to premium beauty.

- One in three Gen Z consumers dedicate a similar share to fitness and wellness.

- Skincare searches by Gen Z men have increased 9x over the past five years.

These trends suggest that Indias next generation of consumers is not simply spending more—they are spending differently, favouring premium brands, digital discovery and lifestyle-led consumption.

Outlook

Taken together, these structural shifts reinforce a compelling long-term consumption thesis for India. Rising urban affluence is expanding the countrys purchasing power, higher incomes are steadily increasing the share of discretionary spending, and a young, digitally native population is reshaping where that spending is directed.

The impact is already evident in premium lifestyle categories such as Beauty & Personal Care and Fashion, which continue to outpace overall discretionary consumption. Indias lifestyle online shopper base more than doubled from 105 million in FY2020 to 220 million in FY2026 and is projected to reach 332 million by FY2036.

As these three trends reinforce one another, India is entering a multi-year premiumisation cycle—creating one of the worlds most attractive long-term opportunities for branded, lifestyle-focused consumer businesses.

A2.1. Indias BPC Market

India is at an inflection point in beauty and personal care consumption. Indias BPC market is currently among the fastest-growing globally and is on track to become a $42 billion opportunity by FY2031, which would make India the #4 largest BPC market globally by that year, moving up from #6 in FY2026.

India—A Beauty Powerhouse in the Making, Poised to Rank #4 Globally in BPC Consumption by FY2031

BPC Market Size by country ($ bn)

- US: 80 (FY20) Rs 110 (FY26) Rs 130 (FY31E) [5 Year CAGR +3%] - Rank #1

- China: 53 (FY20) Rs 72 (FY26) Rs 89 (FY31E) [5 Year CAGR +4%] - Rank #2

- Japan: 30 (FY20) Rs 42 (FY26) Rs 49 (FY31E) [5 Year CAGR +3%] - Rank #3

- India: 14 (FY20) Rs 21 (FY26) Rs 42 (FY31E) [5 Year CAGR +12.5%] - Rank #6 (FY26) to #4 (FY31E)

- Brazil: 21 (FY20) Rs 30 (FY26) Rs 39 (FY31E) [5 Year CAGR +5%] - Rank #4 (FY26) to #5 (FY31E)

Source: Redseer, China Briefing, HSBC, Company Reports

More importantly, this growth is being led by a strong online acceleration. Online beauty is expanding about 2.5x faster than offline. (20% CAGR – faster than overall Beauty growth). The online BPC market, which accounted for 25% of the total BPC market in India as of FY2026, is expected to grow to around 34% by FY2031, according to Redseer.

India BPC Market (%), ($ bn)

- FY20: $14 bn (92% Offline, 8% Online) [9% overall CAGR, 30% online CAGR]

- FY26: $23 bn (75% Offline, 25% Online) [12%+ overall CAGR, 20%+ online CAGR]

- FY31E: 42bn(66**OnlineBeauty(42bn(66**OnlineBeauty( bn):** 1 (FY20) Rs 6 (FY26) Rs 14 (FY31E)

Source: Redseer

Indias online BPC market is poised for strong expansion over the coming years, supported by deeper internet access and a clear shift in consumer behaviour toward digital-first shopping. As shoppers become more comfortable buying beauty and personal care products online, digital platforms are becoming an increasingly important destination for product discovery, brand building, and wider availability. This trend is helping BPC brands strengthen their presence online while also working alongside traditional retail channels in a more integrated way.

Indias beauty market is evolving well beyond functional purchasing toward a more personalised, aspirational, and experience-led mindset. Consumers are broadening their baskets, moving from basic products into more specialised and premium categories such as serums, sunscreens, fragrances, and other targeted solutions. This reflects a shift not just toward buying more, but toward buying better—across more categories and more brands. Skincare, makeup, fragrances, and haircare are seeing wider adoption, with consumers increasingly looking for multi-benefit products, cleaner formulations, and more elevated routines. While personal care still accounts for a large share of the Indian BPC market, beauty-led categories are growing faster and steadily gaining share in the overall mix. Emerging trends such as Korean beauty, derma skincare, scalp health, textured hair solutions, separate AM and PM routines, clean beauty, active-led skincare, and the rising relevance of mens beauty all point to a consumer base that is increasingly willing to pay for beauty. Together, these shifts underscore a clear premiumisation trend in Indian BPC, supported by a more informed consumer, greater exposure to global brands, and stronger investment by beauty players in education and awareness. The result is visible in the faster growth of beauty versus personal care, led especially by emerging categories such as skin and fragrance.

Despite all of this progress, India still has a long runway ahead. Per capita BPC spend remains at an early stage, but it is steadily rising as incomes improve and consumers trade up to higher-value products. Even today, India sits well below mature markets on per capita consumption, underscoring how much room there is for growth. A young population with a median age of around 29, a rising middle class, and continued improvements in both digital and physical retail infrastructure all support a sustained demand upcycle in the Indian BPC market. Taken together, Indias BPC story is shaping up to be a generational opportunity: a fast-growing category, an expanding online channel, and a consumer base that is still early in its beauty journey.

Beauty is Outpacing Personal Care (%)

- Personal Care: +10%

- Fragrance: +16%

- Hair: +9%

- Skin: +19%

- Colour Cosmetics: +17%

- Beauty: +15%

Source: Redseer, Euromonitor

A 2.2 India Fashion Market

Indias fashion market stood at roughly $60 billion in FY2020 and has since grown to $87 billion in FY2026, a CAGR of 6-7%. Looking ahead, the market is projected to reach $160 billion by FY2031—a trajectory that would make India the third-largest fashion market globally. Within this broader expansion, online fashion is growing meaningfully faster than the offline base: online penetration has climbed from 8% of the market in FY2020 to 18% in FY2026, and is expected to reach 30% by FY2031, translating into online fashion GMV rising from $5 billion to $16 billion (3.5x) over FY2020-2026, and further to an estimated $48 billion (3.0x) by FY2031, at a 22-25% CAGR.

Alongside this broad market expansion, premium fashion is emerging as a significant growth opportunity in India. The premium segment, across both mens and womens categories, represents a nearly $10 billion online premium fashion market opportunity, driven by consumers increasing preference for quality, branded, and aspirational fashion. Within online channels specifically, the premium fashion market has grown to roughly $2.9 billion in FY2026 (split between $1.6 billion in menswear and $1.3 billion in womenswear) and is expected to nearly triple to $9-10 billion by FY2031, growing at a 26-28% CAGR — outpacing the overall online fashion market by a wide margin.

Indias fashion market still sits early on the global spend curve, with per capita spend at about $60 in FY2026. As incomes rise, spend should accelerate faster than GDP, and by FY2031 fashion spend per capita is expected to nearly double to around $110. That implies roughly 2x growth in total fashion spend over the next five years.

The structural forces underpinning this shift toward growth of Fashion in India remain the same - affluence wave, a younger India and digitalisation of purchase decisions.

India fashion market size ($ bn)

- FY20: 60 (8% Online)

- FY26: 87 (18% Online)

- FY31E: 160 (30% Online) [#3 Largest globally by FY31E]

- Overall CAGR: 6-7% (FY20-FY26), 12%+ (FY26-FY31E)

- Online CAGR: 27-28% (FY20-FY26), 22-25% (FY26-FY31E)

**Online Fashion ($ bn):** 5 (FY20) Rs 3.5x Rs 16 (FY26) Rs 3.x Rs 48 (FY31E)

Source: Redseer (Indias Got Retail 2025), BCG and Meta. Conversion rate $1 = Rs95.

India online premium fashion market ($ bn)

- FY26: 2.9 (1.6 Menswear, 1.3 Womenswear)

- FY31E: 8.5-9.5 (4.5-5.0 Menswear, 4.5-5.0 Womenswear)

- 26-28% online premium fashion CAGR

Premium fashion market in India is expected to become 3x by FY31, driven by:

- Affluence Wave: Urban household income to double from $2.7 tr to $6.5 tr in the next 10 years.

- Young India: Gen Z accounts for nearly half of online fashion & beauty shoppers and spends 1.5x more online in lifestyle-led categories.

- Digitalisation: 90%+ of premium purchasing decisions are now digitally influenced.

Beyond premiumisation broadly, five specific demand-side shifts are reshaping Indian fashion industry*:

1. Rise of female consumer: Female workforce participation in India has grown from 28% in FY2020 to 32% in FY2026, and is projected to reach 40% by FY2031. As more women earn and control disposable income, spending on self-expression is rising sharply: combined beauty-and-fashion spend per female consumer is projected to grow from Rs10,700 in FY2026 to Rs16,000-17,000 by FY2031, a 50% increase. This reflects a broader shift in the female consumers relationship with fashion—historically driven by need, and increasingly driven by moments: celebrations, occasions, travel, and self-investment rather than pure replenishment.

2. Men trading up across lifestyle categories: Male fashion consumption in India is undergoing a structural shift — from replenishment shopping (buying out of necessity) to identity-led shopping (buying as a form of selfexpression). Annual menswear spend per adult male has grown from Rs4,700 in FY2020 to Rs6,200 in FY2026 (a 5% CAGR), and is projected to reach Rs9,500-10,000 by FY2031, accelerating to a 9% CAGR. This is underpinned by a rapidly growing base of affluent male consumers (income >Rs10 lakhs): up from 6.9 million in FY20 to 16-18 million in FY2026, and projected to reach 28-32 million by FY2031.

3. Kids and Home categories accelerating: As parents increasingly prioritise premium products for their children, Indias kidswear market is premiumising rapidly: spend per child in India is expected to grow from $300 in FY2024 to $390 by FY2030, a 30% increase, driven by social media influence and rising parental ambition. The market has also moved decisively from commodity to branded play—the number of digital-first kidswear brands in India has grown 14x, from 50-60 brands in FY2020 to over 800 in FY2026.

4. Rising demand for international brands: Indias luxury market value has grown from $6.5 billion in FY2020 to an estimated $11 billion in FY2026, and is projected to reach $30-32 billion by FY2031 — a 3x increase. This is closely tied to the rise in global exposure: annual foreign trips from India have grown from 26.9 million (FY2020) to 33-34 million (FY2026), and are expected to exceed 50 million by FY2031. As aspiration rises with global exposure, trading up accelerates, and global and luxury brands benefit disproportionately.

5. Occasion-led spending on Indian wear: Consumer search behaviour shows a roughly 3x surge in occasionled Indian wear queries around key festive and cultural moments. This is matched by a broader premiumisation of the category: the share of the Indian wear market priced above Rs1,500 has grown from 25% in FY2020 to 40% in FY2026, and is expected to reach 50% by FY2031.

While India is still underpenetrated, growth will be driven by both formalisation and premiumisation. As consumers move from need-based to more aspiration-led buying, the market has a long runway ahead. Online commerce, premium and mid-premium price bands, mens fashion, occasion-led Indian wear, and kids and home categories are all growing meaningfully faster than the market average, while digital discovery, creator-led content, and integrated logistics are becoming the primary levers for capturing that growth.

Source: Redseer, Vogue Business; 6W Research, DFU Publications; World Bank

B. Business Review

B1. Overview

At Nykaa, we are building Indias most loved beauty, fashion and lifestyle destination, where discovery, inspiration and self-expression come together seamlessly. Since our inception in 2012, we have focused on creating experiences that help consumers explore new trends, discover products they love and engage with brands in meaningful ways. Our platform brings together a thoughtfully curated assortment of beauty and fashion brands—from global icons and homegrown favourites to emerging D2C labels, including House of Nykaa brands. Through a seamless omnichannel experience, we aim to meet every consumer need and offer something for every preference, occasion and aspiration. From Korean beauty favourites and clinical derma innovators to iconic luxury houses and cult-loved labels, brands from around the world continue to choose Nykaa as a trusted platform to connect with Indias evolving consumers. As consumer lifestyles continue to evolve, we remain focused on shaping experiences that delight customers, empower brands and create lasting connections at every touchpoint.

Offering Ecosystem

Since 2012 till today, Nykaa has evolved from an online beauty platform into Indias leading beauty and lifestyle ecosystem. Today, we address a total addressable market of over $100 billion through multiple complementary business verticals

B2C Online Business

Nykaa Beauty and Nykaa Fashion remain our flagship consumer platforms, complemented by Nykaa Man and Nysaa. Collectively, we have served over 55 million customers, making us Indias leading beauty and lifestyle destination.

B2C Retail

Our omnichannel strategy is strengthened by our B2C Retail network. Today, we operate 313 stores across 99 cities, making us Indias largest beauty retail network. We do have multiple store formats such as Luxe, On Trend, Perfumery, and Kiosks, exclusive House of Nykaa stores, Kay Cafe stores while also operating exclusive brand outlets for global brands like Kiehls and Charlotte Tilbury.

House of Nykaa

Over the years, we have built a strong portfolio of new-age consumer brands across beauty and fashion. Some of our most successful brands include Nykaa Cosmetics, Kay Beauty and Dot & Key. Today, House of Nykaa comprises 13 brands serving more than 17 million customers, reflecting our ability to identify consumer gaps and build scaled, trusted brands loved by consumers.

B2B

Our B2B ecosystem extends our reach into the unorganised offline BPC market. Through Super Store by Nykaa, we serve more than 500,000 retailers across 1,200 cities, providing retailers access to a wide assortment along with dedicated GTM and distribution for our House of Nykaa brands.

Beyond these businesses, we have built a strong B2B2C ecosystem through strategic partnerships with leading global brands. We provide end-to-end capabilities across brand launch, distribution, retail, digital commerce, and marketing, enabling brands to establish and scale their presence in India. We also serve as the exclusive importer and distribution partner for more than 50 international brands. This positions Nykaa as a long-term strategic partner for brands, while creating meaningful opportunities to play a larger role across the entire brand value chain.

Collectively, these businesses create a powerful flywheel. Together, this integrated ecosystem enabled Nykaa to surpass $2 billion in GMV in FY2026 across all our platforms, positioning us strongly for the next phase of growth.

Nykaa - Indias Leading Beauty and Lifestyle Destination

Catering to a Total Addressable Market (TAM) of $100 bn+

- B2C Online: Indias leading beauty and lifestyle platforms

o Key metric: 55 mn+ customers served till date

o Platforms: Nykaa, Nykaa Fashion, Nysaa, Nykaa Man

- B2C Retail: Indias largest beauty retail network

o Key metric: 313 stores, 99 cities

o Formats: NYKAA LUXE, NYKAA ON TREND, NYKAA KIOSK, NYKAA PERFUMERY

o EBOs for: Kiehls, Charlotte Tilbury

- House of Nykaa: New age consumer brand portfolio

o Key metric: 13 brands, 17 mn+ customers

o Brands: DOT & KEY, Kay Beauty, NYKAA cosmetics, Nyked, TWENTY DRESSES

- B2B2C: Deep partnerships with full stack offering

o Key metric: 50+ global brands

o Brands: NIKE, Kiehls, Foot Locker

o Role: Exclusive importer and distribution partner for international brands

- B2B: Serving retailers across unorganised BPC space

o Key metric: 500k retailers, ~1.2K cities

o Platform: SUPER STORE BY NYKAA

**$2bn+ FY26 GMV across all platforms**

*Figures are for the quarter ended March 31, 2026 (Q4FY26). Conversion rate: $1 = Rs95. Market sizing number as per Redseer.

FSN E-Commerce Ventures Limited

B2. Beauty

The Beauty vertical encompasses Beauty Online, Beauty Stores, House of Nykaa Beauty Brands, Superstore by Nykaa and Nykaa Man Grooming, bringing together our consumer, brand and retailer-facing businesses under a unified beauty ecosystem.

B2.1 Multi brand Omnichannel Beauty Retail

Our Beauty vertical recorded a GMV of Rs14,954 crores in FY2026. It is centred on creating a comprehensive and trusted destination for beauty discovery, inspiration and shopping. Today, we serve over 45 million Beauty customers, with our Annual Unique Transacting Customer (AUTC) base doubling over the past three years. Through strategic investments in technology, distribution, marketing and fulfilment capabilities, we continue to strengthen our ability to offer consumers a curated assortment of authentic products while helping brand partners expand their reach and deepen consumer engagement.

As of March 31, 2026, our beauty business had 4,400+ brands across makeup, skincare, haircare, bath and body, fragrances, personal care, health and wellness categories. Our platform serves as a launchpad for global, domestic and emerging brands, enabling them to connect with consumers through content-led discovery, personalised experiences and omnichannel access. In FY2026, Nykaa launched more than 200 new brands to its platform, further strengthening its position as the preferred destination for beauty discovery. From sought-after Korean beauty brands and iconic luxury maisons to science-backed derma labels and cult-favourite names, brands across price points, geographies, and categories continue to choose Nykaa as their trusted partner to build and scale in India. Our inventory-led operating model, supported by direct sourcing from these brands and authorised distributors, ensures product authenticity, reliable availability and timely fulfilment, reinforcing consumer trust.

As Indias beauty market continues to evolve and attract leading international brands, we have strengthened our position through the Global Store proposition. This platform provides end-to-end support to 40+ global beauty brands, including Charlotte Tilbury, Uriage, Eucerin, TIRTIR, AXIS-Y and OUAI, among others. Through our online and offline channels, these brands gain access to a consumer base of more than 55 million shoppers while benefiting from Nykaas merchandising, marketing and distribution capabilities.

Recognising the growing importance of experiential beauty retail, we launched our first physical store in 2014 and have since built Indias largest beauty retail network, spanning 313 stores across 99 cities as of March 31, 2026. Over the last three years, we have added 168 new stores, extending our presence into 39 new cities and introducing six differentiated retail formats. Our store portfolio spans Nykaa Luxe, Nykaa On Trend, Nykaa Kiosks, Wanderlust Brand Carts, Kay Kafe, Nykaa Perfumery, EBOs for Kiehls and Charlotte Tilbury, and House of Nykaa exclusive standalone brand store, each designed to cater to distinct consumer segments and shopping missions. These stores create immersive environments where consumers can discover, experience and engage with brands through personalised consultations, product trials and expert guidance. Notably, nearly two-thirds of premium beauty GMV originated through our physical retail network, underscoring the strength of our omnichannel model.

Complementing our multi-brand portfolio is our growing House of Nykaa beauty business, which includes Nykaa Cosmetics, Kay Beauty, Dot & Key, Nykaa Wanderlust, Earth Rhythm, Maison Moi, Nykaa Collection and Nudge. These brands are available across our digital and physical channels, as well as select third-party retail networks. Designed around evolving consumer preferences and Indian beauty needs, our owned brands continue to strengthen our category presence while driving innovation and differentiation.

FY2026: A Defining Year of Marquee Brand Launches

Key Highlights

- 200+ New brands launched in FY26

- From Korean favourites to iconic luxury houses, from clinical derma brands to cult-favourite labels?brands across every price point, origin and category have chosen Nykaa as their trusted partner.

Ultra-Luxury

- CHANEL, la prairie, PRADA BEAUTY, SK-II, CHANTECAILLE, ARMANI beauty, DOLCE & GABBANA BEAUTY

- 60 New Launches across Global and Ultra-Luxury brands

Best of Global Beauty

- LA ROCHE-POSAY, NEXXUS, Supergoop!, Milk MAKEUP, #HMBEAUTY, beautyblender, IT COSMETICS, PAULAS CHOICE SKINCARE, KYLIE COSMETICS BY KYLIE JENNER

Korean Beauty

- AESTURA, Dr. Althea, fwee, Anua, numbuzin, medicube, Pyunkang Yul, dAlba, BEAUTY OF JOSEON, mise en sc?ne, Torriden, ETUDE

- 27 Korean Beauty launches

FSN E-Commerce Ventures Limited

B2.2 House of Nykaa

Our portfolio of 13 House of Nykaa brands continues to scale rapidly, playing a significant role in expanding consumer choice, strengthening category leadership, and driving profitable growth. Developed around evolving consumer preferences and the unique needs of Indian consumers, these brands have built strong consumer affinity and are increasingly establishing themselves as distinct brands in their own right. Spanning categories from colour cosmetics to skincare and price points from mass to premium, the House of Nykaa portfolio caters to a wide spectrum of consumer needs while reinforcing Nykaas leadership across the beauty landscape.

House of Nykaa continued its strong growth trajectory during FY2026, with the Beauty portfolio delivering a CAGR of over 50% during the last three years. Collectively, the House of Nykaa portfolio generated a GMV of Rs3,176 crores, representing a robust 49% year-on-year growth, while serving more than 17 million customers and extending its reach to over 150,000 general trade outlets across India.

The beauty brands, comprising Dot & Key, Kay Beauty, Nykaa Cosmetics, Nykaa Wanderlust, Maison Moi, Earth Rhythm and Nykaa Collection, contributed Rs2,788 crores in GMV, while Fashion brands including Nykd, Twenty Dresses, KICA, RSVP and Gajra Gang delivered Rs388 crores in GMV. FY2026 was characterised by strong consumer traction, innovation-led growth and continued category expansion. Dot & Key further reinforced its leadership across key skincare segments, while Kay Beauty strengthened its position as one of Indias most admired beauty brands and marked its international debut through a partnership with Space NK. Nykaa Cosmetics continued to cement its position as a trend-forward brand, through innovative product launches and high-impact collaborations that resonated with evolving beauty trends. These brands continue to do well not just on Nykaa platform but also outside Nykaa ecosystem. More than 20% of House of Nykaa Beauty GMV was generated from new launches, reflecting our commitment to innovation and consumer-centric product development.

During the year, we expanded our product portfolio, introduced differentiated experiential formats such as Kay Kafe and the House of Nykaa Store, and strengthened our international footprint with Kay Beautys entry into the UK market. Beyond the Nykaa ecosystem, several of our brands continue to scale successfully across multiple channels and consumer touchpoints, reinforcing the strength, relevance and long-term potential of our owned-brand strategy.

- Customer love: Dot & Key continued winning in sunscreens and moisturisers. Kay Beauty recognised as one of the best makeup brand by Grazia, Femina, Red Beauty

- Innovation-first approach: 20%+ GMV from new launches [Beauty]

- High impact collab: High impact collaborations such as FSP and Bridgerton which garnered strong traction

- Category and range expansion: Kay Beauty launched its first tinted sunscreen, gaining good traction. Nykd expanded its offering from lingerie into athleisure and sleepwear

- Differentiated experiential format: Launched Kay Kafe and our House of Nykaa exclusive standalone outlet

- International expansion: Kay Beauty successfully entered the UK market with Space NK

Established

- NYKAA cosmetics (2015): Indias trendiest Makeup brand built for youthful beauty consumers of today, and tomorrow

- Kay Beauty (2019): Indias first and most successful celebrity-led makeup brand

- DOT & KEY (Acquired 2021): One of Indias leading new-age skincare brands #1 skincare brand on Nykaa

Emerging

- NYKAA WANDERLUST (2019): Capturing premiumisation wave in Bath & Body with sensorial offerings

- earth rhythm (Acquired in 2022): Tapping into Indias burgeoning clean, kind, effective beauty trend

Incubating

- MAISON MOI (2017): Trend-led Eau de Parfums collection featuring floral, fruity, and gourmand profiles like Delicate Vanilla, Cherry Bomb, and Golden Goddess

- NYKAA collection (2017): Youthful beauty brand that brings trend-forward, high-performance skincare, haircare, body care, and beauty tools to everyone at accessible prices

- nudge (Acquired in 2022): Science backed D2C new age brand, with the aim to simplify nutrition and make it more convenient to consumers, one nudge at a time

Indias largest D2C skincare brand

DOT & KEY

We acquired a 51% stake in Dot & Key in September 2021, followed by an additional 39% stake in September 2024. Since becoming part of the Nykaa ecosystem, the brand has delivered exceptional growth, surpassing Rs1,790 crores in GMV and emerging as one of Indias leading new-age skincare brands. Today, Dot & Key products are available across our Nykaa store network as well as through Superstore by Nykaa, extending the brands reach across both consumer and retailer channels.

Driven by science-backed innovation and a strong understanding of evolving skincare needs, Dot & Key has built leadership across several high-growth categories such as moisturisers, sunscreens, face wash, etc., ranking among Top 3 skincare brand across marketplaces. The brand has also demonstrated its ability to create and scale emerging categories through innovation-led launches. During FY2026, products such as Meltie Lip Balm, with over 935 units sold daily, and Active Face Serums, with over 1,000 units sold daily, gained strong consumer traction. With its premium positioning, differentiated formulations and strong consumer affinity, Dot & Key continues to strengthen its leadership in Indias fast-growing skincare market.

Brand Footprint

- Rs1,790 cr GMV in FY2026 [13x in 3 yrs]

- High Teens EBITDA margin

Winning in core categories

(Image of Dot & Key product)

Kay Beauty: Launched in 2019, Kay Beauty was born from a shared vision between Nykaa and Katrina Kaif to create a beauty brand that celebrates individuality, inclusivity and self-expression. Designed for the diverse beauty needs of Indian consumers, the brand offers thoughtfully curated products across shades and formulations that cater to a wide spectrum of Indian skin tones.

Today, Kay Beauty has grown into Indias largest celebrity beauty brand, building a loyal community of nearly 3 million customers as of March 31, 2026. Available across Nykaas store network and more than 800 premium beauty advisor-assisted retail outlets, the brand continues to deepen consumer engagement through its omnichannel presence. In FY2026, Kay Beauty surpassed Rs380 crores in GMV, nearly tripling its scale over the last three years.

Indias largest celebrity brand, delivered a year of strategic breakthroughs

(Image of Kay Beauty products)

Available in 20 Shades

- #1 brand in foundation and blush on Nykaa.com

- #1 Kajal brand on Nykaa

- 1 kajal sold every minute

Brand Footprint

- Rs380 crores GMV in FY2026

- 20%+ New launch contribution

Awards and recognitions

- GRAZIA INDIE BEAUTY SUPERSTARS 2025

- FEMINA BEAUTY AWARDS 2026

- Red Beauty AWARDS 2026

During the year, the brand strengthened its premium positioning through a limited-edition collaboration with leading couture house Falguni Shane Peacock, launched Kay Kafe, a first-of-its-kind lifestyle caf? blending beauty, coffee and community, and introduced its dedicated D2C website. Kay Beauty also expanded its global footprint, becoming the first Indian beauty brand to join Space NKs curated portfolio in the UK while emerging among the top-performing brands on Nysaa in the GCC region. Recognised through multiple industry accolades, Kay Beauty continues to set new benchmarks in the Indian beauty landscape.

NYKAA cosmetics

Trend forward brand for GenZ consumers

Nykaa Cosmetics: Introduced in 2015, Nykaa Cosmetics was created to make trend-led beauty accessible, relevant and expressive for Indias young consumers. With a vibrant portfolio of makeup products and beauty tools inspired by global trends, the brand empowers consumers to experiment, create and express their individuality with confidence.

- #1 brand in lips on Nykaa - 3 lipsticks sold every minute

- Collab with Netflixs biggest show Bridgerton - 6 products sold every minute during launch week

- ~24% contribution from new launches fuelled by a robust innovation engine

Brand Footprint

- Rs400 cr GMV in FY2026

- 62K+ Selective doors

- ~24% New launch contribution

Over the years, Nykaa Cosmetics has built a strong connection with Gen Z and millennial consumers through its focus on innovation, cultural relevance and community engagement. Combining international-quality formulations with products tailored for Indian skin tones and lifestyles, the brand continues to stay ahead of evolving beauty trends. During FY2026 collaborations such as Nykaa Cosmetics x Bridgerton transformed global cultural moments into differentiated beauty experiences. Through initiatives like NC Crew, its Gen Z-focused community platform, and immersive on-ground experiences, the brand continues to strengthen engagement with younger consumers. Reflecting its growing consumer appeal and category leadership, Nykaa Cosmetics surpassed Rs400 crores in GMV during FY2026.

Nykd BY NYKAA

Brand Footprint

- Rs160 cr+ GMV in FY2026

- Among top Selling in bra category on Amazon

- #1 In lingerie on Nykaa

- 33% Repeat customers in FY2026

Nykd: Introduced in 2020, Nykd was created to redefine intimate wear for modern Indian women through a blend of comfort, functionality and thoughtful design. During the year, the brand expanded into sleepwear and activewear, introducing products designed to offer a comfortable, second-skin feel while further strengthening its lingerie portfolio. In FY2026, the brand surpassed Rs150 crores in GMV, becoming the leading lingerie brand on Nykaa Fashion while also establishing a strong presence on other marketplaces.

Emerging Brands

- Nykaa Skin is focused on addressing the evolving skincare needs of consumers through globally trending formats, science-backed ingredients and efficacy-driven formulations, helping strengthen our presence in one of the most dynamic segments of the beauty market.

- Maison Moi continues to capitalise on the rapid growth of the fragrance category through innovative launches and consumer-centric offerings, particularly within the fast-growing gourmand fragrance segment.

- Earth Rhythm is building a strong presence in the clean beauty space, supported by a refreshed brand identity and a growing portfolio of efficacy-led products that align with rising consumer demand for conscious and science-backed beauty solutions.

- Nykaa Wanderlust continues to strengthen its presence in the premium bath and body segment through trend-led product innovations and sensorial experiences, catering to consumers increasingly trading up from functional products to indulgent self-care routines.

B2.3 Superstore by Nykaa: Beauty eB2B Distribution

Extending our reach beyond consumer retail, Superstore by Nykaa serves the unorganised beauty and personal care market through a dedicated eB2B platform. As of March 31, 2026, the platform served 5 lakhs retailers across ~1,200 cities, offering access to a diverse portfolio of more than 200 FMCG, D2C and regional brands. By enabling wider distribution and improving product accessibility, Superstore by Nykaa helps partner brands deepen market penetration while empowering retailers with greater choice and convenience.

Launched more than four years ago, Superstore by Nykaa is our dedicated eB2B platform designed to serve independent beauty and personal care retailers across India. Through a dedicated mobile application, the platform enables retailers to access a wide assortment of products while helping brands expand their reach within the large and fragmented unorganised BPC market, which accounted for 48% of the overall BPC industry in FY2026, according to Redseer estimates.

Built as a democratised distribution ecosystem, Superstore by Nykaa combines product access, convenience and technology-enabled services to empower retailers. The platform offers a comprehensive assortment of leading brands, international bestsellers and emerging online-first products through a single destination. Retailers benefit from reliable doorstep delivery, credit facilities, quick returns and the flexibility to choose what to buy, how much to buy and when to replenish inventory. By providing access to popular and high-demand products, the platform helps retailers enhance product assortment and improve earning potential.

Superstore by Nykaa continues to play a meaningful role in expanding Indias beauty ecosystem by widening access to distribution for new-age, premium and global brands, while enabling FMCG brands to drive premiumisation across markets. In FY2026, the business generated a GMV of Rs1,187 crores, reflecting 26% YoY growth, while the retailer base expanded by 38% YoY to nearly 5 lakhs onboarded retailers. Over the last three years, Superstore has scaled 4x in GMV and more than 3x in retailer reach, reinforcing its position as one of Indias fastest-growing beauty distribution platforms. Increasing platform engagement is reflected in the fact that over 30% of repeat orders in FY2026 were placed without feet-on-ground intervention, highlighting the growing adoption of its technology-led operating model and continued progress towards profitable growth.

- Rs160 cr+ GMV in FY2026

- ~5 Lakh Onboarded retailers

- ~1,200 Cities

B2.4 Achievements of FY2026 — Beauty Vertical

Business Performance

Particulars FY2026 FY2025 % Increase/ (Decrease)
Monthly average unique visitors (mn) 44.7 35.7 25%
Annual unique transacting customers (mn) 19.7 15.8 25%
Orders (mn) 65.8 54.5 21%
AOV (Rs) 2,068 2,021 2%
GMV (Rs cr) 14,954 11,775 27%

B3. Fashion

Fashion vertical comprises Nykaa Fashion, House of Nykaa Fashion Brands, LBB and Nykaa Man Lifestyle.

Launched in 2018, Nykaa Fashion was created to inspire individual style and make fashion discovery more engaging, accessible and personalised. Today, it has evolved into Indias leading destination for trend-first, style-forward consumers, serving nearly 11 million customers and delivering nearly 40% growth in customer acquisition. Reflecting the strength of our proposition, the Fashion vertical generated Rs4,954 crores in GMV and Rs1,447 crores in NSV during FY2026, with both metrics doubling over the last three years.

As of March 31, 2026, Nykaa Fashion offered a curated assortment of nearly 5,700 brands across womens, mens, kids and home categories. Spanning apparel, footwear, lingerie, bags, jewellery, accessories, athleisure, home d?cor and kitchen essentials, the platform caters to diverse lifestyles, occasions and price points while helping consumers discover fashion that reflects their individuality and evolving aspirations. During FY2026, we further strengthened our assortment with the addition of 1,280 new brands, supporting robust growth across emerging categories, with Men growing over 60% YoY, Kids over 50%, and Home over 40%, reflecting our ability to anticipate evolving consumer preferences and unlock new growth opportunities.

At the heart of Nykaa Fashion lies a strong focus on curation. Rather than offering endless choice, we aim to present consumers with relevant, trend-forward selections sourced from leading global, national and emerging brands. Powered by content, technology and consumer insights, we create personalised shopping journeys through editorial storytelling, tailored recommendations and intuitive digital experiences, strengthening engagement with fashion-conscious consumers across India.

A key strategic focus for Nykaa Fashion in FY2026 was strengthening partnerships with leading global fashion brands to bring world-class products and experiences to Indian consumers. During the year, the platform expanded its collaborations with international brands such as H&M and Nike, reinforcing its position as a trusted partner for global fashion players entering or scaling in India.

Under the Nike-Nykaa partnership, Nykaa now manages the end-to-end operations of Nikes digital commerce platforms in India. This engagement reflects the confidence that leading global brands place in Nykaas digital capabilities, operational excellence, and deep understanding of the Indian consumer.

Over the years, Nykaa has built a scalable and repeatable partnership model for brands whose strategic objectives align with its strengths. For example, Nykaa is Foot Lockers exclusive e-commerce partner in India and manages its direct-to-consumer website. The company also partners with global retailers such as Revolve, Urban Outfitters, and Next through cross-border B2B2C integrations and marketplace enablement.

As these partnerships have evolved, Nykaas role has expanded well beyond that of a traditional retailer. Today, the company provides a comprehensive digital commerce platform encompassing technology infrastructure, consumer insights, omnichannel capabilities, and fulfilment expertise. This positions Nykaa as a long-term strategic partner for global brands and creates opportunities to participate across a broader spectrum of the brand value chain.

GMV Growth

- Rs4,954 cr GMV [30% YoY]

- ~5,700 Brands

- 11 mn Customer base

FY2026 was a Year of Strong Assortment Building – 1,280 New Brands Launched

Women

- H&M, Nike, GUESS, pomelo, boohoo, Under n eat, miss moss

- 680+ New brands launched

Men

- Nike, RARE RABBIT, SNITCH, TIGC, LACOSTE, WROGN, FLYING MACHINE

- 170+ New brands launched

Kids

- H&M Kids, hopscotch, carters, PICCOLO, RRO, GAP KIDS, Hibbett

- 120+ New brands launched

Home/ Accessories

- mokobara, bonhomie, PIERRE CARDIN, BOROSIL, Mia by TANISHQ, Story

- 280+ New brands launched

FSN E-Commerce Ventures Limited

Curated for Every Style Journey

To serve diverse consumer preferences and style journeys, Nykaa Fashion has built a portfolio of differentiated propositions that combine curation, discovery and relevance. Nykaa Fashion operates predominantly on a marketplace model supported by custom-built technology platforms and data-driven capabilities. This asset-light approach enables agility, scalability and capital efficiency in a category characterised by evolving trends, expanding assortments and changing consumer preferences.

- Global Store brings leading international fashion trends closer to Indian consumers through partnerships with renowned global brands. As of March 31, 2026, the platform offered curated collections from 1,000+ international brands, including names such as Revolve, Foot Locker, Cider, BDG, and Threadbare. By providing access to globally relevant styles and differentiated assortments, Global Store continues to strengthen Nykaa Fashions premium and trend-forward appeal.

- Hidden Gems celebrates Indias vibrant homegrown fashion ecosystem by showcasing distinctive labels and emerging designers from across the country. As of March 31, 2026, the proposition featured curated collections from over 400 Indian brands, help consumers discover distinctive, designled looks for celebrations and special moments.

- Luxe Store caters to the increasing demand for premium and luxury fashion by bringing together a curated assortment of coveted international and domestic brands. As of March 31, 2026, the platform offered access to more than 550 luxury brands, enabling consumers to explore elevated fashion experiences through a trusted destination.

- Gen Z Store is designed for digitally native consumers seeking trend-led, expressive and constantly evolving styles. Featuring a 10,000+ curated assortment as of March 31, 2026, the proposition draws inspiration from emerging fashion movements and contemporary youth culture. Several of our owned brands have witnessed strong consumer traction within this segment, supporting their rapid growth and scale.

B3.1 Achievements of FY2026 – Fashion Vertical

Business performance

Particulars FY2026 FY2025 % Increase/ (Decrease)
Monthly average unique visitors (mn) 24.2 19.1 27%
Annual unique transacting customers (mn) 4.3 3.2 35%
Orders (mn) 10.1 7.6 33%
AOV (Rs) 4,652 4,609 1%
GMV (Rs cr) 4,954 3,804 30%

B.4. Nykaa Man

Launched in 2019, Nykaa Man was created to make grooming, beauty and lifestyle discovery more accessible and relevant for men. Through dedicated digital platforms, we offer curated assortments, expert content and personalised experiences designed around their evolving preferences.

B.5. New Businesses

Our New Businesses segment comprises emerging growth opportunities, including our international operations in the Gulf Cooperation Council (GCC) region through Nysaa, our omnichannel beauty retail platform. Established in partnership with Apparel Group in FY2023 through Nessa International Holdings Limited, the venture combines Nykaas beauty expertise with Apparel Groups regional retail capabilities. FSN International holds a 55% stake in the entity.

Driven by favourable demographics and rising beauty consumption, the GCC presents an attractive growth market for the beauty and personal care category. In 2024, we entered the region through the launch of the Nysaa digital platform and our first retail store, bringing Nykaas curated beauty experience to GCC consumers.

While still in its early stages, as of March 31, 2026, Nysaa offered a curated portfolio of over 280 global beauty brands, including Kylie Cosmetics, By Terry, ICONIC London, Dr. Barbara Sturm, Beauty of Joseon, and Augustinus Bader. The business currently contributes less than 1% of One Nykaa GMV. However, with two stores in Dubai and a growing omnichannel presence, Nysaa is steadily expanding brand awareness and deepening consumer engagement across the region.

B.6. Value Proposition

We are focused on creating experiences that make discovery intuitive, shopping effortless and engagement meaningful. We recognise that consumers today invest significant time exploring products, comparing options and seeking trusted recommendations before making a purchase. Our ecosystem is designed to support these journeys through a blend of curated assortments, content-led discovery, technology-enabled personalisation and seamless omnichannel experiences.

By leveraging consumer insights, data intelligence and integrated touchpoints, we create relevant and personalised experiences that cater to diverse preferences, needs and occasions. This approach has helped us build deep consumer trust and strong levels of engagement across our beauty and fashion platforms.

Authenticity Meets Assurance

We are committed to ensuring that every product purchased through our platform is genuine, high quality and sourced through authorised channels. Our beauty and personal care business primarily operates on an inventory-led model, with products procured directly from brands or their authorised distributors, enabling us to maintain stringent standards of authenticity and quality.

Across our operations, we have established robust quality control processes, including regular checks at our fulfilment centres, to safeguard product integrity. For fashion, we follow a curated marketplace approach and work exclusively with authorised brand partners and sellers. Complementing these measures are dedicated systems for monitoring, addressing and resolving consumer feedback in a timely manner. Together, these practices reinforce consumer confidence, strengthen brand partnerships and uphold the trust that consumers place in Nykaa.

Powering Consumer Journeys through Content

Content is central to how consumers discover, learn and engage on Nykaa. From expert tutorials and product reviews to trend-led conversations, creator collaborations and user-generated content, we create experiences that inform, inspire and empower consumers at every stage of their journey. Our goal is not only to simplify product discovery but also to shape beauty and lifestyle conversations and keep consumers connected with the latest trends and innovations. Supported by a strong presence across social media platforms and editorial destinations such as Nykaa Beauty Book and Style Files, we continue to strengthen our position as one of Indias most influential lifestyle and discovery-led platforms.

- Nykaa Play: Our interactive, gamified beauty discovery platform that combines shoppable content, live streaming, creator-led engagement, gaming experiences and influencer storefronts to make product exploration more engaging and immersive.

- Nykaa Experiences and Events: Through marquee properties such as Nykaaland, Nykaa Luxe Stories, K-Beauty Festival, Nykaa Beauty Bars, Nykaa Fashion Pickle Padel Party and partnerships with key players including Vogue Wedding Atelier and Gaurav Gupta for Nykaa Luxe—we bring beauty, fashion and lifestyle communities together through curated, experiential formats.

- Nykaa Affiliate Programme (NAP): Indias largest beauty and lifestyle creator network enabling influencers, bloggers and content creators to monetise their reach while driving authentic consumer engagement with more than 170K+ creators as on March 31, 2026.

- Nykaa Campaigns: From the launch of Nykaas Brand Ambassador - Deepika Padukone with the iconic "Tum Hi Ho Nykaa" narrative, to demand generation through "Nykaa - Its My Birthday and New at Nykaa and "Nykaa Luxe" destination marketing; and education through Nykaa Ingredient in Focus and Dermocosmetics at Nykaa, our campaigns are designed to inspire discovery, encourage product trials and deepen category participation among consumers.

Creating Conversations that Matter

Expanding the Creator Ecosystem

At Nykaa, content and commerce work together to drive discovery and conversion. Through the Nykaa Affiliate Programme (NAP) and our partnership with YouTube Shopping, we have built Indias largest creator network, comprising over 1.7 lakh beauty, fashion and lifestyle creators. Recognising the rapid rise of creators across Tier II and Tier III cities, we expanded NAP through regional events in 10 cities, attracting 10,000+ registrations and 1,500+ attendees. Our NAP Ambassadors further strengthen community engagement through exclusive brand collaborations and premium experiences. We also enhanced our in-app affiliate platform with AI-powered creator onboarding, one-click unified link generation, real-time analytics and Meta-integrated Auto DM, enabling seamless shopping journeys and higher creator-led conversions.

Enhancing Discovery through Nykaa Play

We continued to evolve Nykaa Play as an interactive discovery and guided-selling platform. Through creator-led content, live commerce and immersive experiences, the platform enabled consumers to discover products in a more engaging way. Activations such as Biggest Beauty Binge, our flagship live-streaming property, further strengthened community participation and engagement. During FY2026, Nykaa Play recorded over 15 million visits.

Building Social Communities at Scale

Our social media ecosystem grew to more than 19 million followers across platforms. Through educational content, trend-led storytelling, expert advice and product-focused conversations, we continued to inform, inspire and engage consumers. As of 31 March 2026, our social presence featured over 2 million pieces of content, including posts, reels and videos.

INDIAS BIGGEST COMMUNITY OF BEAUTY CREATORS

- 1.7 Lakh Creators

- 2 mn+ Content pieces in FY2026

- 1 bn+ Organic reach per month

- 76% Of content consumed is creator content

- 66% Of creators from Tier 2 & Tier 3 cities

Customer Connection Dashboard

- Indias Largest Lifestyle Creator Ecosystem (NAP):

o 170K+ Affiliates and Influencers network

o 2 million+ Content pieces created

- In-app Content and Discovery Guided Selling (NYKAA PLAY):

o 7x Subscriber growth

o 15 mn Visits

- Strengthening Engagement on Social Channels:

o 19 million+ Social media followers

o 50,000+ Content pieces created

Key IPs of FY2026

- NYKAA LUXE STORIES

- NYKAA LUXE WEEKENDER

- NYKAALAND

- K NYKAA K-BEAUTY FESTIVAL

- NYKAA INGREDIENT IN FOCUS VITAMIN C

- NYKAA FASHION EDIT

- NYKAA BEST IN BEAUTY AWARDS 2026

- DERMO COSMETICS AT NYKAA

- The Gen Z Store

- STEP BY STEP WITH NYKAA

- NEW AT NYKAA

Nykaaland 3.0: Celebrating beauty, Culture and Community at Scale

Nykaaland 3.0 marked the biggest edition of Nykaas flagship beauty and lifestyle festival, bringing together consumers, creators, brands and industry experts for an immersive celebration of beauty, fashion and self-expression. The festival featured leading brands such as H&M Beauty, Dolce & Gabbana Beauty, Kylie Cosmetics, Laneige, TIRTIR, Sulwhasoo, YSL Beauty, Beauty of Joseon, Minimalist and Milk Makeup, alongside experiential brand activations and product showcases. The experience was further enriched through 12+ masterclasses led by celebrity makeup artists, expert-led sessions and live performances, creating a unique platform that blended beauty, content, entertainment and community engagement.

- 30,000+ Beauty enthusiasts attended

- 60+ Global and homegrown brands showcased

Elevating Brand Affinity with Global Icon Deepika Padukone

Nykaa reinforced its position as Indias premier beauty and lifestyle destination by proudly welcoming global icon, entrepreneur, and mental health advocate Deepika Padukone as our brand ambassador. Embodying the spirit of the modern Indian consumer—self-assured, authentic, and global in outlook—Deepikas multi-faceted identity aligns seamlessly with Nykaas core values.

The partnership launched with the high-impact campaign, "Nykaa X Deepika Padukone — Get Ready for You, Get Ready with Nykaa." Built on the powerful narrative that beauty is rooted in self-acceptance and authenticity, the campaign resonated deeply across demographics, garnering more than 400 million social impressions.

Nykaas New Cohort in Focus – GenZ

Nykaa Building a Key Consumer Cohort — Gen Z, on the Back of Content and Community.

- Gen Z campus ambassador programme: Built a community driving peer-to-peer influence through organic content by KOLs with strong connect with Gen Z audience. The initiative saw strong traction with participation from 300+ KOLs (Key Opinion Leaders) in the beauty space generating more than 60 million social reach.

Nykaa X Snapchat — Creator incubator programme: Launched Indias first beauty incubator programme on Gen Z, to create content aligned with Gen Z consumer in collaboration with 75 creators, delivering 100 mn+ views.

On-ground immersive event: Taking Nykaa to Gen Z hotspots like colleges and festivals with beauty coded experiences. In FY2026, we hosted 40+ on-ground events to take the beauty conversation directly to the new age consumer base.

- 150+ Brand partners

- 40+ On-ground events

- 200 mn+ Social reach

Dedicated in app Gen Z store: Improved discovery with a curated Gen Z store in app, offering assortments from 150+ trending brands

Partnered with Vogue Wedding Atelier reaffirming Nykaa Luxe as a go-to destination for Bridal Beauty in India

The Ultimate Luxury Beauty Destination: Nykaa Luxe

Nykaa Luxe X Lisa Haydon

Indias No 1 destination for luxury beauty, Nykaa Luxe, Nykaa Luxe introduces its newest muse—Lisa Haydon, a global icon who embodies the effortless elegance and confidence that defines Nykaa Luxe identity. Beauty took centre stage at Gaurav Guptas Bridal Couture Show 2025, with Nykaa Luxe as official beauty partner, shaping the new language and beauty trends for the wedding season.

FSN E-Commerce Ventures Limited

Distinctive Portfolio through Strategic Brand Partnerships

Our strong and enduring relationships with global and domestic brands remain central to our value proposition. Supported by a dedicated team that works closely with partners on growth, visibility, and consumer engagement initiatives, we continue to strengthen our position as a preferred platform for beauty, personal care, and fashion brands.

Leveraging deep consumer insights, data-driven merchandising, and targeted marketing capabilities, we help brands enhance discoverability, engage consumers more effectively, and drive sustainable growth. Our ability to anticipate emerging trends, curate relevant assortments, and execute brandspecific campaigns enables us to create meaningful value for both brand partners and customers.

- Beauty: Expanded our portfolio to over 4,400 brand partners, including more than 40 global brands in India, further enriching our premium and prestige offerings.

- Fashion: Strengthened our fashion ecosystem with ~5,700 brand partners, complemented by curated collections such as Hidden Gems, showcasing contemporary Indian designers, and First in Fashion, featuring the latest global and seasonal trends.

Curated Merchandising Powered by Consumer Insights

At Nykaa, our merchandising philosophy is anchored in offering the right balance between the wide range of choice and the power of curation. Guided by deep consumer insights, market intelligence, and data-driven decision-making, we continuously refine our assortment to ensure it remains relevant to evolving consumer preferences, emerging trends, and category opportunities.

Our beauty and lifestyle portfolio spans over 10,000 brands, providing customers with access to one of the most comprehensive selections across beauty, fashion, and lifestyle categories. Working closely with brand partners, we bring the latest innovations, trends, and product launches to our platform while optimising assortment quality, discoverability, and relevance.

Personalisation remains a key differentiator in the customer journey. Leveraging insights from consumer behaviour, purchase patterns, and product attributes, we have developed advanced recommendation engines, tailored landing pages, and intelligent discovery tools that enable a more intuitive, engaging, and seamless shopping experience.

We also continued to strengthen Nykaa Pro, our dedicated platform for beauty professionals and makeup artists, offering access to specialised products, exclusive benefits, educational resources, and professional development opportunities. Together, these initiatives help us build a vibrant beauty ecosystem while reinforcing our position as a trusted destination for discovery, inspiration, and expertise.

Delivering a Seamless Omnichannel Experience

We recognise that beauty discovery and purchase journeys increasingly span both digital and physical touchpoints. While online platforms offer convenience, categories such as fragrances, makeup, and premium beauty often benefit from an immersive touch and feel experience. Our omnichannel strategy is designed to seamlessly integrate these experiences, enabling consumers to engage with brands and products in the manner that best suits their preferences.

As of March 31, 2026, we operated one of Indias largest multi-brand specialty beauty retail networks, with 313 stores across 99 cities and a retail footprint of approximately 3.1 lakh square feet. Reflecting the growing demand beyond major urban centres, more than two-thirds of our stores are located in non-metro markets. Our retail network continued to demonstrate strong traction during the year, delivering 34% YoY GMV growth while maintaining profitability.

To serve diverse consumer needs, we have developed differentiated retail formats across value, premium, prestige, and luxury segments.

- Nykaa Flagship Stores: Experience-led stores with brand SIS, skin and hair consultation tools and beauty services

- Nykaa Luxe: Offering a curated collection of 80+ premium beauty brands to cater to discerning consumers seeking premium and luxury beauty offerings

- Nykaa On Trend: Destination for trending, D2C/ home grown & international brands

- Nykaa Perfumery: Category specific store to strengthen leadership in fragrance

- Nykaa Kiosks: Exclusive House of Nykaa outlets in high footfall retail zones

- Wanderlust Carts: Brand carts in key consumer hotspots

- Kay Kafe: A lifestyle caf? blending beauty, coffee and community

- Exclusive Brand EBOs: Charlotte Tilbury and Kiehls

Beyond the point of purchase, our dedicated customer service teams ensure timely resolution of post-order queries and support requests. We continue to leverage technology and automation to streamline interactions, improve responsiveness, and deliver a seamless and efficient customer experience across touchpoints.

FY2026 was a Landmark Year of Retail Innovation and First-of-a-kind Format Launches

- Nykaa Perfumery: A fragrance-first concept redefining discovery through luxury brands and personalised experiences

- Kay Kafe: A first of its kind lifestyle caf? blending beauty, coffee and community

- Exclusive Brand Boutique: Managing 11 exclusive Kiehls stores in India and expanding the brands retail footprint. 1st flagship Charlotte Tilbury boutique in South Asia

- House of Nykaa Store: A curated multi brand destination exclusively for House of Nykaa Beauty brands

Retail Footprint

313 Stores in 99 cities

- Nykaa Beauty Stores

C. Financial Review

C.1. Key Highlights

The business verticals primarily comprise Beauty, Fashion and Others. Beauty comprises online beauty platform, House of Nykaa - beauty brands, physical retail stores, superstore by Nykaa and Nykaa Man BPC business, Fashion comprises Nykaa fashion, House of Nykaa - fashion brands, content platform and Nykaa Man lifestyle business. Others include groups international beauty business (primarily Nysaa - Beauty omnichannel operation in GCC region). The vertical-wise breakup of GMV is as below:

GMV by Vertical

(Rs crores)

Particulars FY2026 FY2025 YOY Change FY2026 FY2025
Beauty 14,954 11,775 27% 74.9% 75.5%
Fashion 4,954 3,804 30% 24.8% 24.4%
Others 55 25 120% 0.3% 0.2%
Total 19,963 15,604 28% 100% 100%

The contribution of Beauty vertical to consolidated GMV in FY2026 was 74.9%. Fashion contributed nearly 24.8% of the consolidated GMV.

Consolidated revenue for FY2026 was Rs10,022 crores and the vertical-wise split of the same is as below:

Consolidated Revenue

(Rs crores)

Particulars FY2026 FY2025 YoY Change FY2026 FY2025
Beauty 9,139 7,251 26% 91.2% 91.2%
Fashion 832 675 23% 8.3% 8.5%
Others 51 24 111% 0.5% 0.3%
Total 10,022 7,950 26% 100% 100%

Beauty remains the most significant vertical, accounting for approximately 91.2% of the total revenues for FY2026 as well as for FY2025. It continues to be a dominant contributor to the Groups overall revenue.

On the other hand, Fashion is the emerging fast-growing vertical that have shown growth during FY2026 and is expected to experience significant expansion in the near future.

The Others category, represented by Groups International beauty business, experienced substantial growth, primarily driven by the expansion of offline and online multi-brand retail in GCC region through strategic partnership with Apparel Group.

Summary of Consolidated Financial Performance for the Year Ended March 31, 2026

Consolidated Profit and Loss Account

(Rs crores)

Particulars FY2026 FY2025 YoY Change
Revenue from Operation 10,022 7,950 26%
Cost of goods sold (5,506) (4,473) 23%
Gross profit 4,516 3,477 30%
Employee benefits expense (772) (666) 16%
Other operating expenses (2,992) (2,337) 28%
Total Operating expenses (3,764) (3,003) 25%
EBITDA 752 474 59%

FSN E-Commerce Ventures Limited

Particulars FY2026 FY2025 YoY Change
Depreciation and amortisation (320) (266) 20%
Finance Cost (117) (107) 9%
Other Income 32 27 19%
Profit before exceptional item and tax 347 127 173%
Exceptional item (17) - 0%
Profit before tax 330 127 159%
Tax expense (126) (54) 133%
Consolidated Profit after Tax (PAT), including non-controlling interests 204 74 177%
Share in loss of associate - (2) (100%)
Profit for the period 204 72 183%

Revenue from Operations

(Rs crores)

Particulars FY2026 FY2025 YoY Change
Sale of Product 8,645 6,858 26%
Sale of Service 1,284 1,027 25%
Other Operating Revenue 93 65 43%
Total 10,022 7,950 26%

Revenue from operations comprises the sale of products and services, primarily marketing support services, marketplace services and other operating revenue such as shipping and delivery charges.

Our revenue from operations increased by 26% to Rs10,022 crores for the year ended March 31, 2026, from Rs7,950 crores for the year ended March 31, 2025. The increase can be attributed to the increase in Annual Unique Transacting Consumers, number of orders along with sustained/increased AOV across verticals.

Beauty

- Increase in the number of Annual Unique Transacting Consumers from 15.8 million in FY2025 to 19.7 million in FY2026

- Increase in the number of orders placed on the platform from 54.5 million in FY2025 to 65.8 million in FY2026

- Increase in AOV to Rs2,068

Fashion

- Increase in the number of Annual Unique Transacting Consumers from 3.2 million in FY2025 to 4.3 million in FY2026

- Increase in the number of orders placed on the platform from 7.6 million in FY2025 to 10.1 million in FY2026

- Increase in AOV to Rs4,652

Revenue from the sale of services increased by 25% to Rs1,284 crores in FY2026 as compared to Rs1,027 crores in FY2025. This growth was driven by a 24% increase in revenue from marketing support services and a 27% increase in income from marketplace services.

Others operating revenue increased to Rs93 crores in FY2026 from Rs65 crores in FY2025 primarily due to growth in logistics service income by 37%.

Cost of goods sold

(Rs crores)

Particulars FY2026 FY2025 YoY Change
Cost of material consumed 15 8 88%
Purchase of traded goods 5,718 4,683 22%
Change in finished goods and stock-in-trade (227) (218) 4%
Total 5,506 4,473 23%

Cost of goods sold increased by 23% to Rs5,506 crores in FY2026 from Rs4,473 crores in FY2025. This increase was primarily due to the higher sales of products, which we purchase from brands or their authorised distributors and manufacturing of our House of Nykaa brand products. These products are sold directly to our consumers in line with the growth in the number of orders on our platform/offline channel, driven by an increase in the number of Annual Unique Transacting Consumers.

Consequently, Gross Profit for FY2026 stands at Rs4,516 crores, reflecting a margin of 45.1%, an increase of 132 basis points (bps) supported by a strong performance from House of Nykaa beauty brand portfolio.

Employee Benefit Expenses

Employee benefit expenses for the year was 8% of revenue, a decrease of 68 bps over FY2025, reflecting the benefits of scale efficiencies. It increased to Rs772 crores for FY2026 from Rs666 crores for FY2025, primarily due to investment into store expansion and annual increment in salaries, wages and bonus.

Other Operating Expenses

Other operating expenses increased by 28% to Rs2,992 crores for FY2026 from Rs2,337 crores for FY2025, primarily due to:

Marketing and advertising expenses for FY2026 were Rs1,266 crores, compared to Rs995 crores in FY2025. As a percentage of revenue, these costs declined to 12.0%, down 12 basis points from FY2025, reflecting improved marketing efficiency. The increase in absolute spend was driven by healthy customer acquisition and improved customer funnel metrics.

Fulfilment expenses increased to Rs959 crores in FY2026 from Rs742 crores in FY2025. As a percentage of revenue, fulfilment expenses rose to 9.6%, an increase of 23 basis points over FY2025. The increase was broadly in line with revenue growth and reflected continued investments in the fulfilment network, which improved order-to-delivery (O2D) efficiencies and strengthened overall supply chain performance.

Increase in web and technology expenses and infrastructure facilities required for expansion and targeted growth over the years.

Beauty advisor expenses and selling expenses increased mainly on account of expansion of offline distribution network of owned brands.

Consequently, EBITDA for FY2026 stands at Rs752 crores, representing a 59% increase over FY2025, along with a margin improvement of 155 bps, primarily driven by enhanced operating efficiency. EBITDA margin for FY2026 was 7.5% vis-?-vis 6% in FY2025.

Depreciation and Amortisation

Our depreciation and amortisation expenses increased by 20% to Rs320 crores for FY2026 from Rs266 crores for FY2025, primarily due to expansion of retail stores and fulfilment centres, and capitalisation of technology projects.

Finance Cost

Our finance costs comprise interest on borrowings, lease liabilities, and other finance charges. The cost increased by 9% to Rs117 crores for FY2026 from Rs107 crores for FY2025. This increase was primarily due to expansion of retail stores and fulfilment centres.

Other Income

Other income mainly comprises interest income on security deposit, bank deposit and forex gain. The income increased by 19% to Rs32 crores for FY2026 from Rs27 crores for FY2025, majorly due to an increase in interest on bank deposits.

Profit Before Tax (PBT) and Profit After Tax (PAT)

Consolidated Profit Before Tax (PBT) for FY2026 was Rs330 crores, with a tax expense of Rs126 crores. Accordingly, consolidated Profit After Tax (PAT) stood at Rs204 crores.

FSN E-Commerce Ventures Limited

Consolidated Balance Sheet

(Rs crores)

Particulars FY2026 FY2025 YoY Change
Assets
Property, plant and equipment, right of use assets, other intangible assets, intangible assets under development, capital work-in-progress and goodwill 1,017 872 17%
Investments - - 0%
Deferred tax assets (net) 269 258 4%
Non current tax assets (net) 62 64 (3%)
Inventories 1,642 1,418 16%
Cash and bank balance 320 217 47%
Other financial assets 670 614 9%
Other assets 631 537 18%
Total Assets 4,611 3,980 16%
Equity and liabilities
Equity share capital 286 286 0%
Other equity 1,152 1,016 13%
Equity attributable to equity holders of the parent 1,438 1,302 10%
Non-controlling interest 64 41 56%
Total Equity 1,502 1,343 12%
Liabilities
Borrowings 747 961 (22%)
Lease liabilities 490 359 36%
Trade payables 733 635 15%
Other financial liabilities 949 574 65%
Provisions 61 29 110%
Contract liabilities 60 38 58%
Other current liabilities 69 41 68%
Total liabilities 3,109 2,637 18%
Total equity and liabilities 4,611 3,980 16%

Assets

Total assets increased by 16% to Rs4,611 crores for FY2026 from Rs3,980 crores for FY2025. The increase was primarily attributable to:

- Increase in property, plant and equipment and right of use assets was on account of expansion of retail stores and fulfilment centres. Increase in other intangible assets was on account of capitalisation of technology projects.

- Increase in inventories and other assets (GST input credit) was primarily in line with increase in business volumes.

- Other financial assets primarily comprise security deposits, fixed deposits with banks and financial institutions, receivables from payment gateway partners, and trade receivables. The increase during the year was primarily attributable to higher business volumes.

Equity

Equity share capital increased due to the issuance of shares under the Employee Stock Option Scheme (ESOP). Other equity increased primarily as a result of profits generated during the year and securities premium received on the issuance of shares, partially offset by the fair valuation of the put option liability relating to the remaining 10% stake in Dot & Key.

Liabilities

Total liabilities increased by 18% to Rs3,109 crores in FY2026 from Rs2,637 crores in FY2025. The major contributors to this increase are:

- Borrowings decreased primarily on account of repayments funded through cash flows generated by the Company.

- Increase in lease liabilities was on account of expansion of retail stores and fulfilment centres.

- Other financial liabilities increased primarily due to the fair valuation of the put option liability relating to the remaining 10% stake in Dot & Key, along with higher accrued expenses in line with increased business volumes.

- Provisions primarily comprise gratuity, compensated absences, and litigation-related provisions. The increase during the year was mainly attributable to the impact of the Labour Code.

Cash Generation

(Rs crores)

Particulars FY2026 FY2025 YoY Change
Net cash flows from operating activities 644 467 38%
Net cash flows (used in) investing activities (159) (206) (23%)
Net cash flows (used in)/from financing activities (433) (212) 104%
Net increase in cash and cash equivalents 52 49 6%

The Group generated an operating profit of Rs795 crores in FY2026. Net working capital changes resulted in a cash outflow of Rs16 crores, while tax payments during the year amounted to Rs135 crores. Consequently, net cash generated from operating activities for FY2026 stood at Rs644 crores.

Cash generated from operating activities was primarily utilised towards capital expenditure and investments in fixed deposits. Cash flows from financing activities primarily comprised proceeds from the issuance of shares under the Employee Stock Option Scheme (ESOP), repayment of borrowings, and payments towards lease liabilities and related interest.

Consequently, the closing cash and cash equivalents as of March 31, 2026, stood at Rs177 crores, compared to the opening balance of Rs125 crores, reflecting a net increase of Rs52 crores.

Key Financial Ratios

Particulars Units FY2026 FY2025 YoY change (%/bps)
Return on Net Worth % 14.3 5.6 872 bps
Return on Capital Employed % 21.2 11.3 990 bps
Basic EPS Rs 0.7 0.2 204%
Gross Profit margin % 45.1 43.7 132 bps
EBITDA margin % 7.5 6.0 155 bps
Net Profit margin % 2.0 0.9 113 bps
Current Ratio Times 1.2 1.2 (7%)
Interest Coverage ratio Times 6.3 4.4 42%
Inventory turnover ratio Times 3.6 3.4 5%
Trade receivables turnover ratio Times 37.4 32.6 15%
Trade payables turnover ratio Times 8.4 9.2 (9%)

FSN E-Commerce Ventures Limited

Return on Net Worth (RONW)

Return on Net Worth (RONW) is a measure of a companys profitability expressed as a percentage. It is calculated by dividing the net income of the company by the average shareholders equity. RONW increased to 14.3% in FY2026 from 5.6% in FY2025. This increase was primarily due to an increase in net income.

Return on Capital Employed

Return on capital employed (ROCE) is a financial ratio that assesses a companys profitability and capital efficiency. It indicates how well a company generates profits from the capital employed. ROCE is calculated by dividing EBIT by capital employed (Net Worth + Net Debt). ROCE increased to 21.2% in FY2026 from 11.3% in FY2025 as a result of increase in earnings.

Basic EPS

Earnings per share (EPS) is calculated as a companys net profit attributable to equity holders divided by the weighted average outstanding number of equity shares. Basic EPS increased to Rs0.7 in FY2026 from Rs0.2 in FY2025 as a result of increase in earnings.

Gross Profit Margin

Gross profit margin represents the earnings from the sale of products and services after deducting the cost of goods sold (COGS), expressed as a percentage of operating revenue. In FY2026, gross profit margin rose 132 basis points to 45.1%, from 43.7% in FY2025, primarily driven by increased revenue from Owned Brands.

EBITDA Margin

EBITDA margin (before exceptional items) measures the Groups operating profit as a percentage of revenue. The margin improved by 155 basis points to 7.5% in FY2026 from 6.0% in FY2025, driven by improved gross margins resulting from the higher salience of House of Nykaa brands, coupled with scale efficiencies and productivity gains.

Net Profit Margin

Net profit margin, or net margin, measures the net income or profit generated as a percentage of revenue. It increased by 113 bps to 2% in FY2026 from 0.9% in FY2025. The increase was due to higher revenue coupled with operational efficiencies.

Current Ratio

Current ratio is a measure of the Groups liquidity position and is calculated by dividing total current assets by total current liabilities, including current borrowings. There was no material change in the current ratio in FY2026 compared with FY2025.

Interest Coverage Ratio

Interest coverage ratio measures the Groups ability to meet its interest obligations and is calculated by dividing earnings before interest, depreciation, and tax (EBITDA) by finance costs. The increase in the interest coverage ratio during FY2026 was primarily driven by stronger growth in EBITDA relative to the increase in finance costs.

Inventory Turnover Ratio

The inventory turnover ratio measures how many times a company has sold its inventory during a specific period. It is calculated by dividing the cost of goods sold by the average inventory for the same period. There was no major change in inventory turnover ratio.

Trade Receivables Turnover Ratio

The trade receivable turnover ratio quantifies a companys efficiency in collecting its trade receivables. It measures how many times a companys receivables are converted into cash during a specific period. This ratio is computed by dividing Revenue from operations by average trade receivables.

Trade Payables Turnover Ratio

The trade payable turnover ratio quantifies a companys efficiency in paying its trade payables. It measures how many times a company is paying off its creditors or suppliers during a specific period. This ratio was computed by dividing the purchases by average trade payables.

D. People and Culture at Nykaa

At Nykaa, our people power our purpose. As we continue to build Indias most admired beauty and lifestyle platform, it is our unique culture and people practices that differentiate us. We view the attraction, integration, and retention of exceptional talent across our corporate offices, supply chain hubs, and expanding retail footprint as a strategic investment in our sustainable scale. Guided by an entrepreneurial mindset and a shared sense of ownership, we prioritise continuous capability building and workplace empowerment. This ensures every Nykaalite is equipped to deliver agility, operational excellence, and customer-centric innovation at scale.

Culture of Diversity, Equity, and Inclusion & Talent Retention

Diversity is intrinsic to our core identity and serves as a vital driver of innovation across our e-commerce, technology, and retail platforms. From our earliest days in beauty to becoming a beloved nationwide brand, we have proudly championed women to own their stories. Today, women comprise 43% of our overall enterprise workforce and holding 30% leadership roles. This inclusive environment is backed by progressive policy architectures governing pay parity, strict POSH compliance.

Strategic Priority: Retaining top talent is a critical priority. We focus on providing meaningful career progression paths, competitive compensation benchmarks, and an inspiring work environment that encourages employees to grow alongside the enterprise.

- Policy architecture: We regularly strengthen frameworks around equal pay parity, strict POSH compliance, inclusive parental leave, and equitable hiring metrics to guarantee a safe, respectful, and empowering workplace.

- Internal mobility via ICON: To support cross-functional growth, our flagship ICON programme identifies, nurtures, and promotes internal talent transfers across business divisions.

- Retail talent philosophy & internal growth: Our baseline talent philosophy prioritises internal growth over external hiring across our retail network. A significant segment of our current Area and Cluster Managers originally began their journeys with us as Store Managers.

- Retail diversity & representation: Women comprise the definitive majority of our retail network, representing ~57% of the overall workforce, and thrive in critical leadership roles across the business. We are dedicated to cultivating a transformative and inclusive ecosystem that supports women throughout their multi-stage career lifecycles, empowering them to lead, innovate, and succeed at every milestone of their professional evolution.

Employee advocacy, Strategic Alignment & Governance

We remain committed to co-creating our organisational culture by establishing active feedback loop ecosystems and robust, transparent grievance mechanisms. At Nykaa, we ensure that dialogue flows seamlessly from our fulfilment centres and retail storefronts directly to executive leadership, enabling agility and operational alignment across all business tiers.

Multi-Tiered Listening - To effectively capture the employee voice across all corporate and frontline demographics, Nykaa maintains a continuous feedback matrix:

- Frontline alignment & retail connects: We have expanded our strategic listening capabilities down to the floor via targeted "Voice of Store" feedback frameworks, recurring pulse assessments, and customised HR connect modules. This ensures retail employees across all operational levels can share strategic insights directly with senior management.

- Leadership visibility & strategic cascading: We institutionalise transparent dialogues via enterprise-wide One Nykaa Town Halls, Divisional Connect Sessions, and agile pulse surveys. This ecosystem is further enriched by high-impact feedback loops such as Coffee with the CEO and Roundtable Discussions with the CXO. These informal engagement touchpoints are engineered to foster organic connection across our diverse workforce and empower employees to share critical perspectives on operational pillars.

- Onboarding integration: To optimise our talent lifecycle retention, we utilise structured new-hire feedback checkpoints mapped exactly at the 7, 30, and 90-day intervals, safeguarding the initial employee experience.

- Ethical advocacy & grievance mechanisms: We institutionalise transparency through our specialised SpeakUp whistleblower forums, empowering employees to securely flag operational hurdles and ethical considerations.

Learning, Upskilling and Capability Building

As Nykaa scales, our commitment to institutionalising future-ready capabilities remains a foundational behaviour. Our learning approach is anchored in two clear priorities: integrating top-tier external talent to push new business horizons and empowering our internal teams to grow within their current roles.

We ensure our workforce remains directly aligned with achieving critical organisational mandates. We secure high-potential talent from premier business and graduate institutions nationwide, integrating these cohorts into critical pillars such as E-commerce, Retail, HR, and Technology. This optimised talent mix injects fresh perspectives and agility, securing a candidate pipeline engineered for cross-functional collaboration and sustainable organisational impact.

Our dedication to cultivating a high-performing organisation is realised through strategic investments in the continuous development of our workforce. By utilising structured capability academies and immersive learning modules, we ensure Nykaalites evolve in tandem with the enterprise. We champion internal mobility and exposure to complex mandates, enabling employees to refine their domain expertise and diversify their skill matrices through challenging business assignments.

A key milestone this year was our specialised Executive & Leadership Coaching programme. Delivered in partnership with an external global leadership coaching firm, this initiative helped drive positive behavioural and cultural change, translating into improved alignment, execution, and company-wide performance. Simultaneously, our flagship Nykaa Manager Programme (NMP)—delivered in partnership with external specialists—supported over 340 managers till date across the themes of managing self and managing teams, successfully building deeper connection, commitment, and a rise in team engagement scores.

For our retail field network, we deployed the PACE Career Development Programme. This structured intervention grooms high-potential internal store talent through targeted business capability modules and executive mentoring. Beyond structured leadership academies, we created multiple opportunities for self-driven learning by partnering our internal learning platform, Nykaa Academy, with Coursera. This allows employees to access over 3,000 professional courses and hands-on labs at no cost, selecting curated learning paths that align with their career goals and objectives. This year, this partnership has recorded 2,070+ active learning hours.

Our tech-driven transformation serves as a foundational behaviour, systematically shaping our organisational capabilities. We are dedicated to engineering future-ready platforms by empowering our digital and data teams to incubate, prototype, and scale sophisticated technological architectures.

Learning at Nykaa is not limited to formal settings; it is seamlessly woven into daily performance loops, team huddles, and real business challenges, averaging at ~18 hours per full-time employee—representing a strong 12.5% increase year-on-year. In our technology division, this applied learning was driven through interactive BugBash and Codeathon hackathons held in partnership with Microsoft. These high-energy competitions enabled our engineering teams to learn by solving real, complex problems in collaborative formats.

Furthermore, our extensive retail frontline workforce, who represent the face of the brand for our customers, received continuous training to ensure consistent, high-quality service and a strong brand presence. Whether deepening domain expertise or stepping into a new role, our approach reinforces one core belief: that growth is not a one-off initiative, but a shared, everyday culture.

Performance, Meritocracy and Fair Pay

Nykaas Total Rewards philosophy is anchored in three enduring principles: fairness, meritocracy, and transparency. We believe that sustained high performance should be recognised consistently, rewarded competitively, and supported through continuous development.

- Performance-linked rewards: Our rewards framework maintains a strong linkage between individual performance and compensation. A balanced mix of competitive fixed pay, performance-linked variable pay, long-term incentives, and incentive programmes ensures that exceptional contributions are recognised and rewarded.

- Market-competitive and equitable compensation: We undertake rigorous external compensation benchmarking to ensure our pay practices remain competitive across industries and talent markets. Regular reviews also help reinforce internal equity, support gender pay parity, and strengthen our ability to attract and retain high-performing talent.

- Continuous performance and development conversations: Performance management at Nykaa extends beyond annual appraisals. Managers are equipped to provide ongoing coaching, feedback, and developmental guidance through structured performance check-ins throughout the year, enabling employees to continuously grow and succeed.

Benefits for Diverse Life Stages

Our benefits and policies are designed to support employees through different stages of their personal and professional journeys. From early-career employees and new parents to caregivers and those planning for long-term financial security, our offerings are tailored to address evolving life-stage and life-cycle needs.

These include parental and family-support benefits, comprehensive insurance coverage, wellness initiatives, financial protection, and programmes that help employees navigate important personal milestones with greater confidence and security.

Recognising Excellence across Every Role

Our recognition philosophy celebrates impact in all its forms. Across our ecosystem, recognition extends beyond sales and revenue outcomes to acknowledge customer experience, service excellence, dedication milestones, and behaviours that exemplify our values – reinforcing our belief that every role contributes meaningfully to Nykaas success.

- Chairpersons annual awards Our highest recognition platform honours individuals and teams who have delivered exceptional business impact while exemplifying Nykaas values, innovation, customer obsession, and collaborative spirit.

- Culture of peer appreciation Recognition at Nykaa is not limited to formal programmes. Through our Gratitude Cards initiative, employees are encouraged to appreciate and celebrate colleagues across functions for acts of collaboration, support, and kindness—strengthening a culture of respect, inclusion, and shared success.

Employee Well-being

Nykaa recognises that employee well-being extends beyond workplace safety and remains essential to building an engaged, productive and resilient workforce. During the year, the Company continued to strengthen its employee wellness initiatives through Wellspring, its wellness programme developed in partnership with The Wellness Corner. The programme provides employees and their immediate family members with access to preventive healthcare services, teleconsultations with medical practitioners, mental health counselling, nutritional guidance, health assessments and wellness programmes through an integrated digital platform.

To enhance access to healthcare support, the Company has partnered with a qualified medical practitioner to provide timely medical consultation and guidance to employees whenever required. First-aid facilities are available across all workplaces to ensure immediate medical assistance, while onsite wellness initiatives and counselling support further promote employees physical and mental well-being. Together with the Wellspring platform, these initiatives reflect Nykaas commitment to building a healthy, resilient and engaged workforce. Company provides a comprehensive Sponsored annual health check up plans for its employees.

Nykaa Gives: Embedding Collective Purpose

We translate our belief of "in giving, we receive" into on-ground societal change via our purpose-led platform, Nykaa Gives empowers our workforce to champion impactful community interventions, institutionalising social responsibility as a core organisational behaviour. This year, Nykaaites across Mumbai, Delhi, and Bangalore actively championed a suite of purpose-led social interventions. The Month of Giving was executed in collaboration with Goonj, where our employees donated over 1,900 unique items. Furthermore, our teams drove significant societal impact through distribution of more than 1,100 gifts for marginalised children via our Secret Santa framework.

To mark our 14th birthday milestone, we had a pan-India meal packaging campaign in partnership with Rise Against Hunger India. This collaborative effort unified our nationwide office hubs to deliver approximately 55,000 nutritious meals to communities in need. These engagement touchpoints are not operational activities; they serve as a reflection of our foundational commitment to collective service and social stewardship.

Building a Culture of Trust and Distinction

Nykaas commitment to fostering a high-performance, high-trust culture where every employee feels empowered and supported is consistently validated by external benchmarks. Our strategic investments across the talent lifecycle continue to position us as an employer of choice, a fact mirrored in our recent strong performance across key pillars of the Great Place to Work (GPTW) survey.

- Organisation-led support & safety: Our employee journey begins with a deeply standardised onboarding architecture designed to foster immediate alignment and a sense of belonging. Nykaalites scored the organisation exceptionally well for providing a foundational layer of physical safety, advanced tool enablement, and continuous professional progression paths.

- Management-led strategic vision: A key differentiator of the employee experience at Nykaa is top leadership connect and transparent communication. Our management teams were recognised by employees for their execution capability, clarity of long-term business direction, and proactive information cascaded down to frontline layers.

- Personal impact & purpose-led work: Nykaas focus remains on creating a workplace that values performance and delivers exceptional customer service. This translates into an amplified sense of individual pride and meaning across our frontline and corporate cohorts, who see their roles as vital to our shared success.

Governance and compliance architecture

Our institutional commitment to regulatory excellence is anchored in a holistic framework that integrates accountability and ethical integrity into our core operational DNA. We reinforce this governance ecosystem through:

- Institutionalised knowledge: Strengthening enterprise-wide awareness through specialised compliance education and immersive training modules.

- Accountability matrices: Driving cross-functional synergy with transparently defined ownership and rigorous governance protocols.

- Digital oversight ecosystem: Technology tools and monitoring architectures to ensure regulatory alignment.

- Evaluation: Recurring impact assessments to foster a culture of agile evolution and continuous improvement.

- Value-based stewardship: Championing ethical decision-making and responsible corporate conduct across our diverse workforce demographics.

Compliance and Governance

As we scale our sustainable business footprint, we remain dedicated to institutionalising transparency and principled growth. Our governance framework is supported by a robust matrix of foundational policies, including:

- Corporate Code of Conduct

- Prevention of Sexual Harassment (POSH)

- Whistleblower Governance Policy

- Insider Trading Compliance

- Related Party Transactions Framework

- Health, Safety & Environment (HSE) Policy

- Anti Corruption & Anti Bribery Policy

- Data Protection Policy

This integrated architecture empowers us to maintain the highest benchmarks of corporate distinction while ensuring strict adherence to regulatory standards and industry best practices. We have partnered with one of the leading firms among the Big Four to manage whistleblower cases independently.

E. Health, Safety and Environment (HSE)

At Nykaa, the health, safety and well-being of employees, business partners, partner workforce and visitors remain integral to the way the Company operates. Guided by the Companys Health, Safety and Environment (HSE) Policy, our approach focuses on proactively identifying and mitigating workplace risks, strengthening operational resilience and fostering a culture where safety is embedded across offices, warehouses, retail stores and fulfilment operations. Through continuous investments in safety infrastructure, emergency preparedness, employee capability building and preventive risk management, the Company remains committed to maintaining safe and resilient workplaces while ensuring a safe environment for everyone accessing its facilities.

Safe Workplaces through Preventive Risk Management

The Company maintains comprehensive workplace safety infrastructure across all facilities, including smoke detectors, sprinkler systems, fire hydrants and public address systems. Fire safety compliance remains a mandatory requirement before any new workplace becomes operational.

Preventive risk management is supported through periodic HSE, fire and electrical safety audits, workplace inspections and hazard assessments that enable timely identification and mitigation of potential risks. Trained Emergency Response Teams (ERTs), comprising first-aid and fire response personnel, are deployed across warehouse locations to strengthen emergency preparedness. Regular emergency response exercises and mock drills, conducted in collaboration with certified agencies, help evaluate response readiness and reinforce business continuity.

Building Safety Awareness and Employee Participation

Nykaa continues to strengthen its safety culture through structured learning and employee participation. Every new employee undergoes HSE induction, while Patner Workforce deployed at warehouses receive dedicated safety orientation before commencing work.

During the year, the Company conducted weekly HSE awareness and training sessions across warehouses and monthly safety training programmes across Rapid stores, reinforcing consistent safety practices across its operational network. The training programmes covered critical workplace health, safety and environmental risk areas, including fire safety, electrical safety, emergency preparedness, hazard identification and risk assessment, safe material handling, ergonomics, use of personal protective equipment (PPE), incident reporting, waste management, water conservation and energy efficiency. These programmes were further supported through customised safety posters, case study discussions and periodic mock drills to encourage continuous learning and strengthen safe workplace behaviours.

The Company has also strengthened its incident management framework through HSE Single Points of Contact (SPOCs) across all locations. Employees are encouraged to report incidents, near misses and unsafe conditions through multiple reporting channels, including QR code-enabled reporting, enabling timely investigation, implementation of corrective and preventive actions and organisational learning. Reported incidents are reviewed periodically to identify trends, strengthen preventive controls and drive continuous improvement across operations.

F. Technology

At Nykaa, technology has always been the engine of transformation—and in FY2026, that engine accelerated decisively. This was the year we completed our evolution from a digital-native to an AI-native platform, moving artificial intelligence from pilots and experiments into the daily fabric of how millions of customers discover, shop and engage with us.

Our commitment in FY2026 was to make every interaction more personal, more confident and more effortless. Across Beauty and Fashion, we launched and scaled a full suite of AI-powered experiences—conversational discovery with AskNykaa, intelligent skin analysis with Skin Scan, Virtual Try-On, our voice agent Nynaa, and the Nykaa Workbench—redefining what seamless commerce feels like. Behind the storefront, our internal AI centre of excellence, SamurAI, ensured that adoption was coordinated, purposeful and tied to measurable business outcomes. Platform reliability reached all-time highs, ISO/IEC 27001:2022 certification strengthened our security posture, and disciplined infrastructure management drove per-order costs down significantly.

Looking ahead, our ambition is to extend this compounding intelligence loop to every customer and every team. From agentic shopping companions and hyper-personalised storefronts to answer-engine optimisation and enterprise AI agents, Nykaa is building for a future where technology does not merely support commerce—it anticipates, advises and acts. Our durable advantage lies not in any single model, but in the depth of first-party data, category expertise and customer trust earned over more than a decade. That trust is what makes our AI native, and what will power sustained growth in an increasingly intelligent world.

G. Supply Chain

G.1. Supply Chain and Operational Overview

As of March 31, 2026, we operate a robust, integrated supply chain designed to support omnichannel growth across India. Our nationwide infrastructure consists of:

- 44 warehouses: A vast fulfilment network spanning a total capacity of 15.7 lakh square feet.

- 313 retail stores: Providing a strong physical retail footprint across the country.

Fulfilment and Operational Excellence

Our logistics network provides expansive reach, serving more than 19,000 pin codes and covering nearly 99% of the serviceable pin codes across India. Every order is monitored and tracked closely to guarantee timely dispatch.

Key operational pillars driving our supply chain include:

- Intelligent Allocation: A proprietary allocation engine optimises inventory utilisation by dynamically routing orders across our network of warehouses and Rapid stores.

- Localised Fulfilment: By prioritising deliveries from the nearest fulfilment centre, we significantly optimise shipment costs and inventory management.

- Hyper-local Delivery: In top metro cities, majority of the beauty order volumes are fulfilled by our rapid store and beauty store network.

- Flexible Model Management: We seamlessly operate four core business models: Inventory, Sale or Return (SOR), Curated Platform (Marketplace), and Just-in-Time (JIT) inventory. We have invested heavily in technology, people, and processes to scale these models effectively. For our Inventory and SOR frameworks, our tech stack enables completely fungible inventory across online and offline channels.

- B2B2C Capabilities: We have built robust B2B2C capabilities for Nykaa Fashion, allowing consumers to seamlessly access and benefit from global brands on our platform.

- Premium Logistics: Luxury orders are packed, handled, and tracked separately, backed by consistent communication with brands and sellers to ensure a premium customer experience.

G.1.1. Performance & Key Achievements

Building on the strengths of our supply chain tech stack, we successfully accelerated our same-day and next-day delivery capabilities in FY2026. Over 70% of beauty orders from the top 110 cities were delivered within the same or next day, while in top 10 cities 85% order delivery takes place within same or next day. Though our rapid delivery model "Nykaa Now", we serviced more than 3 million orders in the top metro cities with 30 - 120 mins.

Strategic Partnerships & Fashion Vertical Flex

Our fashion vertical relies heavily on a curated marketplace strategy. By providing a platform to market third-party vendor products, we leverage a Just-in-Time (JIT) delivery model. This eliminates inventory risk, making our supply chain highly nimble and adaptive to changing catalogue trends. This structure allows us to rapidly address consumer demands and test new categories without incurring the risks of inventory obsolescence.

To ensure efficient, reliable end-mile deliveries, we continue to collaborate with leading logistics providers, including Blue Dart Express Limited, Delhivery Limited, Shadowfax Technologies Limited, and Xpressbees Logistics Solutions Private Limited. Additionally, this year we successfully integrated Ekart and Blitz into our carrier network to further strengthen our delivery capabilities and enhance customer satisfaction.

H. Internal Control Systems and their Adequacy

The Company has established a robust internal control and Internal Financial Controls (IFC) framework that is commensurate with the nature, size and complexity of its operations. The framework is designed to ensure the orderly and efficient conduct of business, safeguarding of assets, reliability and accuracy of financial reporting, compliance with applicable laws, regulations and accounting standards, and the prevention and timely detection of fraud and errors.

The Company has complied with the requirements of Section 134(5)(e) of the Companies Act, 2013, relating to the establishment and maintenance of an adequate Internal Financial Controls framework.

The internal control framework is supported by well-defined governance structures, clearly delegated financial authorities, standard operating procedures, risk management policies, compliance monitoring mechanisms, information security protocols, management information systems, and a whistleblower mechanism. The framework also includes periodic business plan reviews, identification and assessment of key risks, evaluation of new business proposals and capital expenditure, employee training on policies and the Code of Conduct, and continuous strengthening of internal controls.

The Companys Internal Financial Controls are embedded within business processes and are documented and periodically evaluated by management for design and operating effectiveness, with support from external consultants. The effectiveness of these controls is independently assessed by the statutory auditors as part of their annual audit.

The Internal Audit function evaluates the design and operating effectiveness of internal controls and assesses compliance with established policies and processes to enhance operational efficiency. With support from an independent internal audit firm, the Company conducts internal audit reviews in accordance with the annual Internal Audit Plan, as approved by the Audit Committee of the Board. The annual Internal Audit Plan is developed using a risk-based approach and is designed to provide appropriate coverage of key business processes, financial and operational controls, information technology systems, regulatory compliance, and other critical risk areas across the organisation.

Audit insights drive continuous improvement, enhance operational resilience, and support the Companys long-term objectives. On a quarterly basis, the Audit Committee reviews the risks emerging from internal audit reviews, the status of mitigation action plans, and the overall effectiveness of the internal control framework.

I. Enterprise Risk Management

As Indias digital commerce landscape evolves, Nykaa operates in an environment shaped by changing consumer expectations, rapid technological advancements and an increasingly dynamic regulatory landscape. Managing these evolving risks is fundamental to protecting long-term value, sustaining stakeholder trust and enabling disciplined growth.

Nykaa has established an enterprise-wide risk management framework that embeds risk considerations into strategic planning, business operations and decision-making. Aligned with globally recognised frameworks, including the COSO Enterprise Risk Management Framework and ISO 31000, the framework enables the Company to balance growth opportunities with prudent risk oversight while strengthening organisational resilience.

The framework provides a structured approach to identifying, assessing, monitoring and mitigating risks across the value chain. Strategic, operational, financial, regulatory, cyber, technology and emerging risks are evaluated based on their likelihood and potential business impact. Risk mitigation plans are developed for material risks, with ongoing monitoring to assess the effectiveness of controls and ensure timely response to an evolving risk environment.

Risk Governance Framework

Risk governance is supported through clearly defined roles, responsibilities and oversight mechanisms across the organisation. Cross-functional business teams, senior leadership and the Internal Risk Steering Committee work together to identify, evaluate and monitor enterprise risks, embedding accountability throughout the organisation.

The Board, through its Risk Management Committee, provides oversight of the Enterprise Risk Management framework and periodically reviews the effectiveness of the Companys risk identification, assessment and mitigation processes, including emerging risks. The Risk Management Policy establishes the principles for consistent and integrated risk management aligned with the Companys risk appetite. Supporting this governance structure, the Head of Risk Management works closely with the Risk Management Committee and the Audit Committee to strengthen risk oversight, monitor mitigation actions and reinforce effective enterprise-wide risk management.

FSN E-Commerce Ventures Limited

Risk Category: Business Risk

Risk Description Key Mitigation Strategy
Macroeconomic uncertainty and shifts in consumer spending: Shifts in the global and domestic macroeconomic environment such as sustained inflationary pressures, fluctuating interest rates, weakening currency, and intensifying trade tariff disputes can hamper consumer sentiment and reduce purchasing power. In BPC, wellness and fashion space, these dynamics may alter discretionary consumption behaviour, thereby influencing our topline performance and long-term growth prospects. Nykaas diversified portfolio across BPC, wellness and fashion categories, spanning multiple price points, enables it to cater to a broad customer base and adapt to evolving consumer spending patterns during periods of macroeconomic uncertainty. Its balanced mix of essential and discretionary offerings enhances demand resilience across economic cycles. The Company continues to strengthen supply resilience by expanding its domestic vendor base and diversifying international sourcing across geographies, reducing dependence on import-linked procurement and mitigating concentration risk. Through robust demand forecasting, scenario planning and periodic business reviews, Nykaa proactively aligns inventory, investments and resource allocation with changing market conditions, enabling agile decision-making, optimised working capital and sustained profitability.
Rapidly evolving consumer behaviour: Digital-first, value-led Gen Z and Millennial consumers are driving a structural shift in beauty and fashion fuelling premiumisation, with rise of wellness, fragrance, and clean-beauty categories. As shoppers move seamlessly across online, social, quick commerce, and experiential retail, misjudging these shifts could weaken assortment relevance, dilute our premium mix, and erode brand equity. Nykaa proactively responds to evolving consumer behaviour through curation, customer intelligence and differentiated experiences. Our merchandising teams curate emerging trends and continually expand the assortment across conscious beauty, international brands, wellness, fragrance and lifestyles to deepen relevance and unlock cross-sell opportunities. We stay closely connected with consumer preferences through customer surveys, consumer connects and platform behavioural signals such as bounce rate, time spent and repeat-purchase patterns. Engagement and retention are reinforced through our loyalty programme and an integrated 360-degree marketing approach delivering One Nykaa benefits across beauty and fashion. Supported by Nykaas strong omnichannel presence across digital platforms and physical stores, and complemented by localised fulfilment capabilities, we deliver a seamless and responsive customer experience across multiple touchpoints.
Geopolitical and global supply chain disruption risk: Geopolitical instability - regional conflicts, expanding sanctions, and disruptions to commercial shipping is heightening volatility in global trade, freight, lead times, and forex. Given our dependence on imported brands and partner storefronts, this could weigh on assortment availability, landed costs, margins, launch readiness, and overall customer and financial performance. Nykaa proactively manages geopolitical and global supply chain risks through diversified sourcing, strategic inventory planning, continuous monitoring of geopolitical developments, and close collaboration with brand partners and suppliers. The Company dynamically manages inventory level and undertakes advance procurement for critical categories and key launches to mitigate supply disruptions and lead-time volatility. To strengthen supply chain resilience, the Company continuously evaluates alternative sourcing geographies, logistics routes and transportation options, while prudently managing foreign currency exposures through appropriate hedging and pricing strategies. Regular risk assessments, scenario planning, cross-functional business continuity measures, and appropriate insurance coverage support agile decision-making, enhance operational resilience, and help ensure continuity of supply, customer experience, and business performance.

Risk Category: Operational Risk

Risk Description Key Mitigation Strategy
Market relevance, customer acquisition and retention risk: The digital retail landscape continues to evolve rapidly, characterized by intensifying competition across both E-commerce and Retail beauty and personal care channels, the proliferation of customer engagement channels, changing marketing dynamics and rising customer acquisition costs. The entry of new e-commerce platforms, the expansion of established beauty retailers, and aggressive customer acquisition strategies by competitors add further pressure. Sustaining market relevance requires continuous innovation, differentiated customer experiences, effective brand positioning, and efficient customer acquisition and retention strategies across both digital and physical channels. Failure to effectively anticipate market shifts, continuously understand and adapt to evolving consumer behavioural patterns across the Total Addressable Market (TAM), strengthen customer engagement and loyalty, or optimise customer acquisition and retention economics could drive higher marketing, promotional and discounting expenses, reduce customer lifetime value, weaken brand affinity, and increase customer churn and marketing inefficiencies, adversely impacting revenue growth, profitability, operating margins, competitive positioning and long-term brand equity. Nykaa adopts a diversified customer acquisition strategy across digital, social, content-led, mass media and offline channels, reducing reliance on any single platform while strengthening brand visibility and reach. It continuously monitors the competitive landscape and proactively implements strategic actions to address emerging market trends, competitive threats and shifting customer preferences, leveraging continuous market research, customer insights, AI-driven capabilities and advanced analytics to understand evolving consumer preferences, optimise acquisition and engagement strategies, and drive sustainable, high-intent platform traffic with efficient performance marketing spend. Customer retention is supported through personalised experiences, AI-enabled recommendations, a differentiated loyalty ecosystem and seamless omnichannel engagement across digital and physical touchpoints. Nykaa further strengthens its value proposition by onboarding new brands and categories, securing exclusive global assortments, and enhancing website/app experience, and sustains differentiation through its content-led commercial strategy, influencer ecosystem, regular customer-sentiment tracking, and industry-defining initiatives such as Best in Beauty Awards, Trendcast, Ingredient Week and Nykaaland. On the retail side, Nykaa tracks competitors store-expansion activity through periodic competitive-intelligence reviews, prioritises high-potential catchment areas, and accelerates its New Store Opening (NSO) programme with real-estate partners to secure strategic locations ahead of competition. Alongside, the Company continues to invest in artificial intelligence, technology, data capabilities and innovation to strengthen customer engagement, enhance brand relevance, drive retention, and support sustainable, profitable growth in an increasingly competitive retail landscape.
Business continuity and operational resilience risk: Nykaa may be exposed to disruptions arising from natural disasters, public health events, technology failures, cyber incidents, utility outages, supply chain disruptions or other unforeseen events that could affect critical business operations. Such disruptions may impact the availability of digital platforms, fulfilment operations, physical stores, corporate functions and key third-party services, leading to operational interruptions, financial losses, reputational damage and regulatory implications. Failure to effectively anticipate, respond to and recover from such events could adversely affect business continuity, customer experience, stakeholder confidence and the Companys ability to achieve its strategic and financial objectives. Nykaa has institutionalised a comprehensive Business Continuity Management (BCM) framework as an integral part of its Enterprise Risk Management programme to strengthen organisational resilience against disruptive events. The framework covers critical business functions and organisational domains, including technology infrastructure, security, human resources, administration, warehouse and logistics operations, and customer support. It incorporates business impact assessments, risk assessments, recovery strategies, crisis management protocols, and business continuity plans to enable timely response and recovery while minimising operational disruption. In addition, Nykaa conducts regular enterprise-level Disaster Recovery drills and tabletop simulation exercises to evaluate preparedness, validate response capabilities, and assess the effectiveness of recovery procedures under various risk scenarios. We have also established Recovery Point Objectives and Recovery Time Objectives for critical systems and processes, ensuring rapid recovery and minimal downtime during unforeseen events.

 

Risk Description Key Mitigation Strategy
Strategic / M&A and integration risks: As part of our House of Nykaa strategy, we have undertaken strategic acquisitions including Dot & Key, Earth Rhythm, and Nudge Wellness and continue to evaluate inorganic opportunities to strengthen our portfolio across beauty, wellness and fashion-adjacent categories. Risks include slower-than-expected synergy realisation, cultural and operational integration challenges, retention of key talent in acquired businesses, any of which could affect the financial and strategic outcomes of our inorganic growth agenda. Nykaa evaluates acquisition and investment opportunities that complement its House of Nykaa strategy and strengthen presence across beauty, personal care, wellness and fashion-adjacent categories. Investment decisions are supported by comprehensive due diligence, rigorous valuation assessments and clearly defined strategic and financial objectives. The Company follows a phased integration approach, leveraging its technology, supply chain and omnichannel capabilities to unlock synergies while preserving acquired businesses brand identity and innovation capabilities. Cross-functional integration teams embed Nykaas policies, systems and controls through structured roadmaps. Post-acquisition performance and governance standards are monitored through defined value-realisation metrics, leadership reviews and governance mechanisms to track synergy achievement, integration progress and business performance, supporting sustainable value creation.

Risk Category: Legal And Compliance

Risk Description Key Mitigation Strategy
Evolving Regulatory and Compliance Landscape: Changes in laws governing e-commerce, consumer protection, data privacy, taxation, product standards and ESG may increase compliance obligations and operational complexity. Failure to effectively anticipate, interpret and comply with applicable regulatory requirements could result in regulatory actions, financial penalties, increased compliance costs, business disruptions, reputational damage and adverse impacts on the Companys operations, growth strategy and stakeholder confidence. Nykaas technology-enabled compliance governance framework supports enterprise-wide monitoring of statutory and regulatory obligations. We proactively monitor regulatory developments through continuous internal reviews and engagement with external advisors, enabling timely updates to internal policies, processes, and controls. Regular compliance awareness programs are conducted to reinforce a strong culture of integrity across the organization. Our governance is further strengthened by digital compliance tracking and monitoring tools, with quarterly certification processes overseen by the relevant function heads. Furthermore, our commitment to institutional accountability is reinforced through the voluntary external assurance of our BRSR (Business Responsibility and Sustainability Reporting) Core disclosures, demonstrating our dedication to transparency, credibility, and stakeholder trust. Third-party compliance risks are managed through rigorous contractual safeguards, periodic compliance declarations, independent audits, and ongoing oversight of critical service providers, ensuring comprehensive operational resilience.

Risk Category: Tech and Infosec

Risk Description Key Mitigation Strategy
Cybersecurity and data privacy risk: Growing dependence on digital platforms, technology infrastructure and third-party ecosystems increases exposure to cyber threats such as Ransomware, data breaches and privacy risks. Failure to protect critical systems and personal data, or to comply with evolving regulations such as the Digital Personal Data Protection (DPDP) Act, 2023, may lead to operational disruption, financial losses, regulatory action, reputational damage and loss of customer trust. Nykaa maintains a comprehensive, multi-layered cybersecurity and data privacy framework to safeguard its digital assets, customer data and critical business systems. The programme is anchored in globally recognised standards, including ISO 27001 certification and alignment with the NIST (National Institute of Standards and Technology) Cybersecurity Framework. The Company deploys advanced security controls focused on threat prevention, detection and response, complemented by voluntary independent third-party audits of critical systems to provide objective assurance and continuously strengthen its cybersecurity resilience. Its digital infrastructure incorporates advanced threat monitoring, strong access controls and third-party risk management practices to protect sensitive information and support compliance with evolving regulatory requirements, including the Digital Personal Data Protection Act (DPDPA), 2023. Nykaa further strengthens its data privacy governance through robust policies and processes covering personal data lifecycle management, purpose-driven consent management, access governance, incident response and regular employee awareness programmes. As part of its proactive alignment with the DPDPA, 2023, the Company continues to enhance its data governance practices through granular consent mechanisms and strengthened security safeguards.

 

Risk Description Key Mitigation Strategy
Artificial Intelligence (AI) and Generative AI risk: A growing share of consumer discovery is migrating from traditional search to AI-driven "Ask Engines" such as Gemini and ChatGPT, where we currently enjoy category leadership in beauty. Material changes in AI platform algorithms, ranking logic, monetisation models or partnership terms could alter our organic discoverability, increase customer acquisition costs and impact traffic conversion economics over the medium term. At the same time, our progressive shift to an AI-native operating model anchored in the One Nykaa AI Platform and our Customer Cube data foundation, and reflected in customer-facing experiences such as Ask Nykaa, Virtual Closet, Skin Scan and Make-Up Virtual Try Ons (VTO) introduces internal risks around model accuracy, data privacy and dependency on third-party foundation models. Nykaa manages AI and Generative AI risks through a comprehensive AI governance framework anchored in responsible AI principles, structured model governance and appropriate human oversight across the AI lifecycle. Recognising the paradigm shift driven by digital technologies, the Company has established a dedicated AI security and governance programme, AI Shield, and deployed AI-driven threat detection capabilities through Project Lattice to enable resilient, secure and responsible innovation. The Company continuously monitors developments across the AI ecosystem, including changes in platform algorithms, foundation models and emerging regulations, enabling the timely adaptation of customer engagement and business strategies. AI-enabled solutions such as Ask Nykaa, Virtual Closet, Skin Scan and Make-Up VTO are subject to defined governance, testing, validation and periodic performance monitoring to promote accuracy, reliability and responsible deployment. Nykaa further strengthens its AI resilience through diversified technology partnerships, prudent third-party risk management and the continuous enhancement of AI capabilities, supporting sustainable innovation while safeguarding customer trust, regulatory compliance and long-term business performance.

Risk Category: People risks

Risk Description Key Mitigation Strategy
Workforce capability and talent risk: Nykaas sustained growth depends on attracting, developing and retaining skilled talent while building future-ready capabilities. Talent shortages or inadequate succession planning, failure to attract, retain and develop key talent, build future capabilities, or ensure effective leadership succession and employee engagement could adversely impact innovation, business execution, organisational agility, customer experience and the Companys long-term growth objectives. Nykaa mitigates workforce capability and talent risks through an integrated talent strategy designed to build a high-performing, diverse and future-ready organisation. As we continue to scale, we are strengthening our talent advantage by retaining high-impact talent, building leadership pipelines for critical roles, and attracting experienced leaders who bring deep consumer, retail, technology and digital expertise. We are investing in the next generation of talent through structured campus programmes across business, technology and retail, to create a strong pipeline of future leaders. We are strengthening our talent management journey through enterprise-wide talent reviews, identification of critical roles and top talent, succession planning, differentiated development and greater internal mobility, enabling employees to grow with the organisation. Continuous investment in capability building, including AI, emerging technologies, retail excellence and functional skills, ensures our workforce remains equipped for evolving business needs. These efforts, supported by strategic workforce planning, employee engagement and a high-performance culture, strengthen organisational resilience, leadership continuity and the companys ability to deliver sustainable long-term growth.

Risk Category: Financial risks/ Treasury risks

Risk Description Key Mitigation Strategy
Foreign exchange exposure risk: Nykaa is exposed to foreign exchange fluctuations arising from the import of global beauty and fashion brands. Volatility in exchange rates may increase procurement and operating costs, affect the landed cost of imported products, and influence pricing decisions and gross margins. Prolonged or significant adverse currency movements could impact profitability, cash flows, competitiveness of the Companys premium product portfolio and overall financial performance. Nykaa manages foreign exchange risk through a policy that provides a structured framework for identifying, monitoring and mitigating foreign currency exposure risk. The Company prudently hedges foreign currency transactions using appropriate financial instruments, aligned with the nature and duration of the underlying exposures, to reduce the impact of exchange rate volatility on cash flows and profitability. Foreign exchange exposures are regularly monitored through established treasury governance processes, with periodic management and Audit Committee oversight to ensure compliance with policies and timely risk mitigation. The Company also continuously reviews its sourcing and pricing strategies to enhance resilience against currency fluctuations.

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