FSN E-Commerce Ventures Limited - AGM Information 2024

FSN E - Commerce Ventures Limited

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September 18, 2024

National Stock Exchange of India Limited

Symbol: NYKAA

BSE Limited Scrip Code: 543384

Dear Sirs,

Sub: Proceedings of 12[th] Annual General Meeting held on September 18, 2024

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith a summary of proceedings of the 12[th] Annual General Meeting of the Company held through Video Conferencing on Wednesday, September 18, 2024 at 03:30 PM (IST).

We request you to take the same on record.

Thanking You.

Yours faithfully,

For FSN E-Commerce Ventures Limited

NEELABJA Digitally signed by NEELABJA CHAKRAB CHAKRABARTY Date: 2024.09.18 ARTY 19:41:41 +05'30' ______

Neelabja Chakrabarty Company Secretary and Compliance Officer

Encl: a/a

FSN E - Commerce Ventures Limited

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SUMMARY OF THE PROCEEDINGS OF THE 12[TH] ANNUAL GENERAL MEETING OF FSN E-COMMERCE VENTURES LIMITED

(A) Date, Time and Venue of the Annual General Meeting:

The 12[th] Annual General Meeting ( “AGM” ) of the Company was held on Wednesday, September 18, 2024, through Video Conferencing ( “VC” ) in accordance with the applicable provisions of Companies Act, 2013 read with the Rules issued thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the circulars issued by Ministry of Corporate Affairs and the Securities and Exchange Board of India.

The Meeting commenced at 03:30 PM (IST) and concluded at 06:16 PM (IST) (including time allowed for e-voting at AGM).

(B) Proceedings in brief:

Ms. Falguni Nayar, Executive Chairperson, Managing Director and Chief Executive officer, chaired the Meeting.
Except Mr. Pradeep Parameswaran, an Independent Director of the Company, who could not attend this Annual General Meeting as he was travelling to USA, all the other Directors, Chief Financial Officer, Company Secretary, Statutory Auditors and Secretarial Auditors were present at the AGM.
Mr. Neelabja Chakrabarty, Company Secretary & Compliance Officer, welcomed all the members and provided the general instructions to the members regarding participation in the meeting. He informed the members that the Company has tied up with National Securities Depositories Limited ( “NSDL” ) to provide the facility for voting through remote e‐voting, e‐voting during the AGM and participation in the AGM through VC. The Registers and other documents, as referred to in the Notice of the AGM were available for inspection. The live streaming of the meeting was webcast on the website of NSDL. He further informed that since the 12[th] AGM was being held through VC, the facility for appointment of proxies by members was not applicable.
The details of the number of members present at the meeting was as follows:

Promoter(s) & Promoter(s) Group	Public	Total
9	79	88

The requisite quorum being present, Mr. Neelabja Chakrabarty, Company Secretary & Compliance Officer called the Meeting to order.
The Chairperson welcomed all the members and other invitees present at the meeting.
Thereafter, the Chairperson addressed the members, inter alia , on Performance and highlights of FY 2023-24, covering the broad overview of the business, Beauty Multi-Brand

FSN E - Commerce Ventures Limited

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Retail, Nykaa’s House of Brands, eB2B-Superstore by Nykaa, Fashion, ESG initiatives, and industry outlook.

The Chairperson thanked various investors for their utmost faith in the Company and its management, and further thanked all the stakeholders i.e., customers, brand partners, employees, shareholders and the larger community for the continued and generous support bestowed upon the Company.
The Company Secretary apprised the member on the guidelines for e-voting:
(i) The members were provided with an opportunity to cast their vote through remote e‐ voting facility on the resolutions as set out in the Notice convening this Annual General Meeting.
(ii) The remote e-voting period which had commenced on Saturday, September 14, 2024, at 09:00 AM (IST) ended on Tuesday, September 17, 2024, at 05:00 PM (IST).
(iii) The e-voting window was open on the NSDL e-voting platform for 15 minutes from the conclusion of the AGM, and requested members to cast their votes, in case they had not cast vote during the remote e-voting period.
(iv) Mr. Sachin Sharma, failing him Mr. Dinesh Trivedi, Designated Partners at Sharma and Trivedi LLP, Practicing Company Secretaries have been appointed as the Scrutinizer for scrutiny of the votes cast through the remote e‐voting platform and e‐ voting during the AGM in a fair and transparent manner.
(v) The e-voting results along with the Scrutiniser’s Report will be declared within the time stipulated under the applicable laws and will be disseminated to the Stock Exchanges and also be placed on the website of the Company and NSDL.
He further informed that the following resolutions as set out in the Notice convening the 12[th] AGM were put to vote in the meeting and approval by members.

Sr. No.	Particulars	Type of Resolution
1(A).	To receive, consider and adopt the Standalone audited financial statements of the Company for the financial year ended March 31, 2024 together with the Reports of the Board of Directors and Auditors thereon.	Ordinary Resolution
1(B).	To receive, consider and adopt the Consolidated audited financial statements of the Company for the financial year ended March 31, 2024 together with the Report of the Auditors thereon.	Ordinary Resolution
2.	To appoint a Director in place of Mr. Anchit Nayar (DIN:08351358) who retires by rotation, and being eligible, offers himself for re-appointment.	Ordinary Resolution

FSN E - Commerce Ventures Limited

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To appoint a Director in place of Mr. Sanjay Nayar (DIN: Ordinary 00002615) who retires by rotation, and being eligible, offers Resolution herself for re-appointment.
Thereafter, the stage was opened for the members who had registered themselves as speaker shareholders to ask questions or express their views through VC. After all the registered speaker shareholders have completed their speech, the queries raised/clarifications sought by the Speaker Shareholders were answered by the Chairperson, Executive Director and CFO of the Company.
The Chairperson further informed the members that e-voting on the platform of NSDL would continue for another 15 minutes to enable the members to vote.
The Chairperson also informed the members that the details of the voting results (remote e- voting and e-voting at the AGM) on all the resolutions as set out in the Notice of AGM along with the Scrutinizer’s Report will be disseminated to the exchanges and will be placed on the Company’s website, in due course.
The Chairperson concluded the proceedings of the AGM by thanking all the members for their participation at the AGM and for their constructive suggestions and observations. She further thanked the directors who continue to provide enormous guidance and for attending the meeting.

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FSN E-Commerce Ventures Limited AGM Information 2024

61209_rns_2024-09-18_8fb6963c-6fdb-454b-baa7-2032a2f09cf3.pdf

For FSN E-Commerce Ventures Limited

SUMMARY OF THE PROCEEDINGS OF THE 12[TH] ANNUAL GENERAL MEETING OF FSN E-COMMERCE VENTURES LIMITED

(A) Date, Time and Venue of the Annual General Meeting:

(B) Proceedings in brief:

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FSN E-Commerce Ventures Limited — AGM Information 2024

61209_rns_2024-09-18_8fb6963c-6fdb-454b-baa7-2032a2f09cf3.pdf

For FSN E-Commerce Ventures Limited

SUMMARY OF THE PROCEEDINGS OF THE 12[TH] ANNUAL GENERAL MEETING OF FSN E-COMMERCE VENTURES LIMITED

(A) Date, Time and Venue of the Annual General Meeting:

(B) Proceedings in brief:

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FSN E-Commerce Ventures Limited AGM Information 2024