FSN E-Commerce Ventures Limited

FSN E - Commerce Ventures Limited

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August 26, 2024

National Stock Exchange of India Limited BSE Limited Symbol: NYKAA Scrip Code: 543384

Dear Sirs,

Subject: Notice of 12[th] Annual General Meeting

Kindly note that the 12[th] Annual General Meeting ( “AGM” ) of the Company is scheduled to be held on Wednesday, September 18, 2024 at 3:30 PM (IST) through Video Conference (“VC”) / Other Audio Visual Means (“OAVM”) , in compliance with the applicable provisions of the Companies Act, 2013 and the Rules made thereunder and the Securities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “Listing Regulations” ), read with the circulars issued in this regard from time to time, the latest being 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs (MCA) and the circular dated October 07, 2023 issued by SEBI (collectively referred to as “Circulars”).

Please find enclosed the Notice convening the 12[th] AGM of the Company. In accordance with the aforesaid circulars, the Notice convening the 12[th] AGM and the Integrated Annual Report of the Company for the FY 2023-24 is being sent to all the Members of the Company whose e-mail addresses are registered with the Company / Depository Participant(s). The same is also uploaded on the Company’s website at www.nykaa.com/annual-report/lp and the website of National Securities Depository Limited at www.evoting.nsdl.com.

Participation at the AGM through VC/OAVM

General Circulars issued by MCA have allowed conducting of the annual general meetings via video conferencing or other audio-visual means, without the physical presence of members at a common venue. As per these Circulars, the 12[th] AGM of the Company will be conducted exclusively through VC/OAVM, in accordance with the relevant provisions of the Companies Act, 2013 (“ the Act” ) and the Listing Regulations. Members may attend and participate in the AGM only through the VC/OAVM facility, as indicated in the Notice of the Meeting. Please note that there will be no provision for attending and participating in person at the 12[th] AGM of the Company.

Instruction for e-Voting before and during the AGM:

In compliance with Section 108 and other applicable provisions of the Act, Rule 20 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the Listing Regulations and SEBI Circular dated December 9, 2020, the Company has engaged National Securities Depository Limited for providing e-Voting platform to Members of the Company for casting their votes on the resolutions as set out in the Notice through (a) remote e-voting prior to the Meeting; and (b) e-voting during the Meeting.

FSN E - Commerce Ventures Limited

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Members of the Company holding shares either in physical form or in electronic form as on Wednesday, September 11, 2024 ( “Cut-off Date” ), may cast their vote by remote e-voting in proportion to their share of the paid-up equity share capital of the Company as on the Cut-off Date, through any one of the below modes:

a) Remote e-voting prior to the Meeting:

Commencement of remote e-voting period Saturday, September 14, 2024, at 9:00 a.m. (IST) Conclusion of remote e-voting period: Tuesday, September 17, 2024, at 5:00 p.m. (IST)

It is important to note that the remote e-voting module will be disabled by NSDL after the conclusion of the e-voting period.

b) Voting during the Meeting via e-Voting:

During the Meeting, Members who are entitled to vote but have not yet voted through remote e- Voting may still exercise their voting rights through e-Voting. However, Members who have already cast their vote through remote e-Voting shall not be permitted to vote again during the Meeting, although they may still attend the meeting.

Detailed instructions pertaining to (a) remote e-Voting before the Meeting, (b) participation in and joining of the Meeting through VC/OAVM, (c) e-Voting during the Meeting, and (d) registration of email IDs, are provided in the Notice of the AGM.

We request you to take this on record and to treat the same as compliance with the applicable provisions of the Listing Regulations.

We request you to take the same on your record.

Thanking You.

Yours faithfully,

For FSN E-Commerce Ventures Limited

NEELABJA Digitally signed by NEELABJA CHAKRABARTY CHAKRABARTY Date: 2024.08.26 16:10:26 +05'30' Neelabja Chakrabarty

Company Secretary & Compliance Officer

Encl: a/a

Notice

Notice

CIN: L52600MH2012PLC230136

Registered Office: 104 Vasan Udyog Bhavan, Sun Mill Compound, Tulsi Pipe Road, Lower Parel, Mumbai – 400013

Email: [email protected]; Website: www.nykaa.com; Phone No.: +9122 6838 9616

Dear Member,

NOTICE is hereby given that the 12[th] (Twelfth) Annual General Meeting of the Members of FSN E-Commerce Ventures Limited will be held on Wednesday, September 18, 2024 at 03:30 P.M. (IST) through Video Conferencing / Other Audio-Visual Means organised by the Company, to transact the following business:

ORDINARY BUSINESS:

(1) To consider and adopt the:

(A) 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 and, in this regard, to consider and if thought fit, to pass following resolution as an Ordinary Resolution:

“RESOLVED THAT the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2024 and the reports of the Board of Directors and Auditors thereon, as circulated to the Members, be and are hereby considered and adopted.”

(B) Consolidated Audited Financial Statements of the Company for the financial year ended March 31, 2024 together with the Report of Auditors thereon and, in this regard, to consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2024 and the report of Auditors thereon as circulated to the Members be and are hereby considered and adopted.”

(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 and, in this regard, to consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Anchit Nayar (DIN: 08351358), who retires by rotation at this meeting, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.”

(3) To appoint a Director in place of Mr. Sanjay Nayar (DIN: 00002615) who retires by rotation and being eligible offers himself for re-appointment and, in this regard, to consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sanjay Nayar (DIN: 00002615), who retires by rotation at this meeting, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.”

By order of the Board of Directors of FSN E-Commerce Ventures Limited

Neelabja Chakrabarty

Company Secretary and Compliance Officer Mumbai, May 22, 2024 Mem. No.: A16075

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NOTES:

(1) The Ministry of Corporate Affairs (“MCA”) has vide its General Circular No. 09/2023 dated September 25, 2023 read with General Circular No 10/2022 dated December 28, 2022, General Circular Nos. 2/2022 dated May 05, 2022, 21/2021 dated December 14, 2021, 02/2021 dated January 13, 2021, 20/2020 dated May 05, 2020, 17/2020 dated April 13, 2020 and 14/2020 dated April 08, 2020 (collectively referred to as “MCA Circulars” ) permitted the holding of the Annual General Meeting (“AGM”) through Video Conferencing (VC)/Other Audio Visual Means (OAVM), without the physical presence of the Members at a common venue, upto September 30, 2024. Further, SEBI vide Circular No. SEBI/HO/CFD/CFDPoD-2/P/CIR/2023/167 dated October 07, 2023 has also permitted the holding of the Annual General Meeting (“AGM”) through Video Conferencing (VC)/Other Audio Visual Means (OAVM). Accordingly, in compliance with the provisions of the Companies Act, 2013 (“the Act”) , the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) , SEBI Circulars and MCA Circulars, the AGM of the Company is being held through VC/OAVM.
(2) In accordance with the Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (“ICSI”) read with Clarification/Guidance on applicability of Secretarial Standards - 1 and 2 dated April 15, 2020, issued by the ICSI, the proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company which shall be the deemed venue of the AGM.
(3) As the AGM shall be conducted through VC/OAVM, the facility for appointment of Proxy by a Member is not available for this AGM and hence the Proxy Form and Attendance Slip including Route Map are not annexed to this Notice.
(4) However, Institutional/Corporate Members are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and cast their votes through e-voting. Institutional/Corporate Members are requested to send a certified true copy of the Board Resolution authorising its representatives to attend and vote at the AGM, pursuant to Section 113 of the Act, to the Scrutiniser at csllp108@gmail. com with a copy marked to [email protected].

(5) Re-appointment of Directors, retiring by rotation:

Information required pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) read with the applicable provisions of Secretarial Standard-2, in respect of the Directors seeking re-appointment, is provided at the end of this Notice as Annexure – A .

(6) Electronic dispatch of Annual Report and process for registration of email ID for obtaining copy of Annual Report:

(a) In compliance with the MCA General Circulars 09/2023 dated September 25, 2023 and Circular No. SEBI/HO/

CFD/CFD-PoD-2/P/CIR/2023/167 dated October 07, 2023 issued by SEBI (“SEBI Circular”) (collectively referred to as “Circulars”), notice of the AGM along with the Annual Report for the financial year 2023-24 is being sent only through electronic mode to those members whose email addresses are registered with the Company and/or with Depository Participants (DPs). In case any Member is desirous of obtaining physical copy of the Annual Report for the financial year 2023-24 and Notice of the 12[th] AGM of the Company, he/she may send a request to the Company by writing at [email protected] or Link Intime India Private Limited (“Link Intime”) at [email protected].

Members may note that the Notice and the Annual Report for the financial year 2023-24 will also be available on the Company’s website at www.nykaa.com, websites of the Stock Exchanges on which the equity shares of the Company are listed i.e. National Stock Exchange of India Limited (www.nseindia.com) and BSE Limited (www.bseindia.com), and on the website of Registrar and Transfer Agent i.e. Link Intime at https:// linkintime.co.in/.

(b) Process for registration of email ID for obtaining Notice of the AGM along with the Annual Report:

Those persons who are Members of the Company as on Cut-off date for dispatch of AGM Notice along with the Annual Report i.e., Friday August 16, 2024 and who have not yet registered their e-mail with the Depository Participants (“DPs”) (if shares held in electronic form)/ Company (if shares held in physical form) are requested to get their e-mail addresses registered to receive the Notice of the AGM along with the Annual Report for the financial year 2023-24 by completing the process as under:

Members holding share(s) in physical mode: by registering e-mail address with Link Intime. Click the link in their web site www.linkintime.co.in at the Investor Services tab, choose the E-mail Registration heading and follow the registration process as guided therein. The Members are requested to provide details such as Name, DP ID, Client ID/ PAN, mobile number and e-mail id. In case of any query, a member may send an e-mail to Link Intime at [email protected].

Members holding share(s) in electronic mode: by registering/updating their e-mail ID in respect of demat holdings with the respective DPs by following the procedure prescribed by the DPs for receiving all communications from the Company electronically.

(7) Documents open for inspection:

(a) All the documents referred to in the accompanying Notice shall be available for electronic inspection without any fee by the Members from the date of circulation of this Notice up to the date of AGM, i.e., September 18, 2024. Members seeking to inspect such documents can send an email to [email protected].

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Notice

(b) The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act and the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act and the Certificate from M/s. S.N. Ananthasubramanian & Co., Company Secretaries, Secretarial Auditors of the Company certifying that the ESOP Schemes of the Company are being implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be available electronically for inspection by the members during the AGM.

(8) Instructions for Members for remote e-voting and e-voting during the AGM:

(a) Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), Regulation 44 of Listing Regulations (as amended) and the applicable MCA Circulars, the Company is pleased to provide a facility to the Members to cast their votes using an electronic voting system from any place before the meeting (“remote e-voting”) and during the meeting in respect of the resolutions proposed in this Notice.
(b) In order to increase the efficiency of the voting process and in terms with SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 09, 2020, demat account holders are being provided a single login credential, through their demat accounts/websites of Depositories/ Depository Participants. Demat account holders would now be able to cast their vote without having to register again with the e-voting service providers, thereby facilitating seamless authentication and convenience of participating in the e-voting process.
(c) The Members, whose names appear in the Register of Members or in the Register of Beneficial Owners (in case of electronic shareholding) maintained by the depositories as on the cut-off date i.e., Wednesday September 11, 2024, are entitled to vote on the Resolutions set forth in this Notice. Voting Rights shall be reckoned on the paid-up value of equity shares registered in the name of the Members as on the cut- off date i.e., Wednesday September 11, 2024. A person who is not a Member as on the cut-off date should treat this Notice of AGM for information purpose only.
In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.
(d) National Securities Depository Limited (“NSDL”) will be providing facility for voting through remote e-voting. The remote e-voting period commences on Saturday, September 14, 2024, from 09:00 a.m. IST and ends on Tuesday, September 17, 2024, at 05:00 p.m. IST . The remote e-voting module shall be disabled by NSDL thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently. The Members who have cast their vote

by remote e-voting prior to the AGM may also attend/ participate in the AGM through VC/OAVM but shall not be entitled to cast their vote again.

(e) Any person holding shares in physical form and nonindividual shareholders, who acquires shares of the Company and becomes Member of the Company after the Notice is send through e-mail and holding shares as of the cut-off date i.e., Wednesday September 11, 2024, may obtain the login ID and password by sending a request at [email protected] or the RTA at [email protected]. However, if you are already registered with NSDL for remote e-voting, then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/ Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com or call on toll free no. 1800 1020 990 and 1800 22 44 30. In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e., Wednesday September 11, 2024, may follow steps mentioned below in Note 9 and Note 10 under “Login method for e-voting and joining virtual AGM for individual shareholders holding securities in demat mode”.

(9) Procedure for remote e-voting and e-voting during the AGM:

The detailed process and manner for accessing and participating in the 12th AGM through VC/OAVM facility and voting through electronic means including remote e-voting are explained herein below:

STEP 1: ACCESS TO NSDL E-VOTING SYSTEM

(A) Login method for e-voting and joining virtual AGM for individual shareholders holding securities in demat mode is given below:
(i) Individual Shareholders holding securities in demat mode with NSDL
- (a) Users registered for NSDL IDeAS facility:
  - (1) Open web browser by typing the following URL: https://eservices.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the ‘Beneficial Owner’ icon under ‘Login’ which is available under ‘IDeAS’ section.
  - (2) A new screen will open. Enter your User ID and Password. After successful authentication, you will be able to see e-voting services. Click on ‘Access to e-voting’ under e-voting services and you will be able to see e-voting page.
  - (3) Click on options available against Company name or e-voting service provider – NSDL and you will be re-directed to NSDL e-voting

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website for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting.

(b) Users not registered for IDeAS e-Services:

Option to register is available at https://eservices. nsdl.com. Select ‘Register Online for IDeAS’ Portal or click at https://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp.

(c) Visit the e-voting website of NSDL:
(1) After successfully registering on IDeAS, visit the e-voting website of NSDL. Open web browser by typing the following URL: https:// www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-voting system is launched, click on the icon ‘Login’ which is available under ‘Shareholder/Member’ section.
(2) A new screen will open. Enter your User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL e-voting website wherein you can see e-voting page.
(3) Click on options available against Company name or e-voting service provider – NSDL and you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting.
(d) Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

NSDL Mobile App is available on

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(ii) Individual Shareholders holding securities in demat mode with Central Depository Services (India) Limited [“CDSL”]

(a) Users who have opted for Easi/Easiest:
(1) Shareholders can login through their User ID and Password. Option will be made available to reach e-voting website without any further authentication. The URL for users to login to Easi/Easiest are https://web.cdslindia.com/

myeasi/home/login or www.cdslindia.com and click on New System Myeasi.

(2) After successful login of Easi/Easiest the user will be also able to see the e-voting Menu.
(b) Users who have not opted for Easi/Easiest:

Option to register for Easi/Easiest is available at https://web.cdslindia.com/myeasi/Registration/ EasiRegistration.

(c) Visit the e-voting website of NSDL:
(1) account number and PAN at https://evoting. cdslindia.com/Evoting/EvotingLogin. The system will authenticate the user by sending OTP on registered mobile number and e-mail id as recorded in their demat account.
(2) After successful authentication, user will be provided links for the respective ESP where the e-voting is in progress.

(iii) Securities held in demat mode login through DPs

(1) You can also login using the login credentials of your demat account through your DP registered with NSDL/CDSL for e-voting facility.
(2) Once logged-in, you will be able to see e-voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL site after successful authentication, wherein you can see e-voting feature.
(3) Click on options available against Company name or ESP – NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-voting period.

Important note: Members who are unable to retrieve User ID/Password are advised to use “Forgot User ID” and “Forgot Password” option available at respective websites.

For Technical Assistance

Members facing any technical issues related to login may reach out to the respective depositories helpdesk by sending a request on the e-mail id’s or contact on the phone nos. provided below:

Login type Helpdesk details	Login type Helpdesk details
Securities held with	Securities held with CDSL
NSDL Please contact	Please contact CDSL
NSDL helpdesk by	helpdesk by sending a
sending a request at	request at helpdesk.
[email protected]	[email protected]
Call at toll free nos.:	Call at toll free nos.:
1800-1020-990 and	022- 23058738 or
1800-224-430.	022-23058542-43.

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(B) Login method for e-voting and joining virtual meeting for shareholders other than individual sshareholders holding securities in demat mode and shareholders holding securities in physical mode:

How to login to NSDL e-voting website?

(1) Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl. com/ either on a personal computer or on a mobile phone.
(2) Once the home page of e-voting system is launched, click on the icon ‘Login’ which is available under ‘Shareholder/Member’ section.
(3) A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
(4) Alternatively, if you are registered for NSDL e-Services i.e. IDeAS, you can login at https://eservices.nsdl.com/ with your existing IDeAS login. Once you login to NSDL e-services after using your login credentials, click on e-voting and you can proceed to Step 2 i.e., cast your vote electronically.
(5) Your User ID details are given below:

Manner of holding shares i.e. Demat Your User ID is: (NSDL/CDSL) or Physical

(a) For Members 8 Character DP ID followed by 8 who hold Digit Client ID shares in demat account For example: if your DP ID is IN300*** and Client ID is
with NSDL. 12** then your User ID is IN30012*.
(b) For Members 16 Digit Beneficiary ID who hold shares in For example: if your Beneficiary demat account ID is 12** then your User ID is 12**
with CDSL
(c) For Members EVEN number followed by folio holding shares number registered with the in Physical Company Form. For example: if folio number is 001 and EVEN is 129657 then your User ID is 129657001
(6) Your password details are given below:
(a) If you are already registered for e-voting, then you can use your existing password to login and cast your vote.
(b) If you are using NSDL e-voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you by NSDL. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
(c) How to retrieve your ‘initial password’?
- (i) If your email id is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your email id. Trace the email sent to you from NSDL in your mailbox from evoting@ nsdl.com. Open the email and open the attachment i.e. a .pdf file. The password to open the .pdf file is your 8-digit Client ID for NSDL account, last 8 digits of Beneficiary ID for CDSL account or folio no. for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
- (ii) In case you have not registered your email address with the Company/Depositories, please follow instructions mentioned below in this Notice.
(7) If you are unable to retrieve or have not received the ‘initial password’ or have forgotten your password:
(a) Click on ‘Forgot User Details/ Password?’ (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
(b) ‘Physical User Reset Password?’ (If you are holding shares in physical mode) option available on www. evoting.nsdl.com.
(c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected]. in mentioning your demat account number/folio no., PAN, name and registered address.
(d) Members can also use the OTP based login for casting the votes on the e-Voting system of NSDL.
(8) After entering your password, click on agree to ‘Terms and Conditions’ by selecting on the check box.
(9) Now, you will have to click on ‘Login’ button.
(10) After you click on the ‘Login’ button, the homepage of e-voting will open.

STEP 2: CAST YOUR VOTE ELECTRONICALLY AND JOIN GENERAL MEETING ON NSDL E-VOTING SYSTEM.

(A) How to cast your vote electronically and join AGM on NSDL e-voting system?
(i) After successful login at Step 1, you will be able to see all the companies ‘EVEN’ in which you are holding shares and whose voting cycle and General Meeting is in active status.
(ii) Select ‘EVEN’ of Company for which you wish to cast your vote during the remote e-voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on ‘VC/OAVM’ link placed under ‘Join Meeting’.
(iii) Now you are ready for e-voting as the voting page opens.

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(iv) Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on ‘Submit’ and also ‘Confirm’ when prompted.
(v) Upon confirmation, the message ‘Vote cast successfully’ will be displayed.
(vi) You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
(vii) Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
(B) Process for those Shareholders whose e-mail ids are not registered with the depositories for procuring user id and password and registration of e-mail ids for e-voting for the resolutions set out in this Notice:
(a) Members whose shares are held in physical form are requested to provide folio no., name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by e-mail to [email protected].
(b) Members whose shares are held in demat mode are requested to provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-voting and joining virtual meeting for Individual Shareholders holding securities in demat mode.
(c) In terms of SEBI circular dated 9th December, 2020 on e-voting facility provided by Listed Companies, Individual Shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and DPs. Shareholders are required to update their mobile number and e-mail ID correctly in their demat account in order to access e-voting facility.
(C) The instructions for Members for e-voting on the day of the AGM are as under:
(a) The procedure for e-voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
(b) Only those Members, who will be present in the AGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system in the AGM.
(c) Members who have voted through remote e-voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
(d) In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Mr. Amit Vishal, Assistant Vice-President, NSDL at [email protected].

(10) Procedure for joining the 12[th] AGM through VC/OAVM:

(a) The Company has engaged the services of NSDL e-voting system as the authorized agency for conducting of the AGM through VC/OAVM and providing e-voting facility during the AGM.
(b) Members may note that the VC/OAVM facility, allows participation of at least 1,000 members on a firstcome-first-served basis and shall open 30 minutes before the time scheduled for the AGM. However, the participation of members holding 2% or more shares, promoters, and Institutional Investors, directors, key managerial personnel, chairpersons of Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Auditors are not restricted on first come first serve basis.
(c) Members are encouraged to join the Meeting through Laptops / Desktops with Google Chrome (preferred browser), Safari, Internet Explorer, Microsoft Edge, Mozilla Firefox 22.
(d) Members joining the AGM from their mobile devices or tablets or through laptops connecting via mobile hotspot may experience audio/video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.
(e) Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-voting system. Members may attend the AGM by following the steps mentioned above for access to NSDL e-voting system. After successful login, you can see link of “VC/OAVM link” placed under “Join General Meeting” menu against the Company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/ Member login where the EVEN (129657) of Company will be displayed.
(f) Members who do not have the User ID and Password for remote e-voting and e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the Notice. Further, Members can also use the OTP based login for logging into the e-voting system of NSDL.
(g) The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

6 | FSN E-Commerce Ventures Limited

Notice

(h) Members who need assistance before or during the AGM, you may refer the Frequently Asked Questions (“FAQs”) for shareholders and e-Voting user manual for shareholders available at the download section of www. evoting.nsdl.com or can:
Send a request at [email protected] or use toll free no.: 1800 1020 990 or 1800 224 430; or
Contact Mr. Amit Vishal, Assistant Vice-President, NSDL at the designated e-mail ID: evoting@nsdl. co.in; or
Contact Ms. Pallavi Mhatre, Senior Manager, NSDL at the designated e-mail ID: [email protected].

(11) Procedure to raise questions/seek clarifications with respect to Annual Report at the ensuing 12[th] AGM:

(a) Members are encouraged to express their views/ send their queries in advance mentioning their name, DP ID and Client ID/folio no., email ID, mobile no. at [email protected]. Questions/ queries received by the Company till 05:00 p.m. (IST) on September 13, 2024, shall only be considered and responded during the AGM.
(b) Members who would like to express their views or ask questions during the AGM may register themselves as a speaker, by following the steps mentioned at note no. 10 “Step 1: Access to NSDL e-Voting system” till 05:00 p.m. (IST) on September 17, 2024. After successful login, members will be able to register themselves as a Speaker Shareholder by clicking on the link available against the EVEN (129657) of the Company.
(c) The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM and avoid repetition of questions, as appropriate for smooth conduct of the AGM.
(12) The recorded transcript of the AGM will be hosted on the website of the Company post the AGM.

(13) Declaration of voting results:

(a) The Board of Directors has appointed Mr. Sachin Sharma (Membership No. 46900/CP. No. 20423) or failing him Mr. Dinesh Trivedi (Membership No. 23841/CP. No. 22407), Designated Partner, M/s. Sharma and Trivedi LLP (LLPIN: AAW-6850), Company Secretaries, Mumbai as the Scrutinizer to scrutinize the remote e-voting and e-voting at AGM process in a fair and transparent manner. They have communicated their willingness to be appointed and will be available for the said purpose.
(b) The Scrutinizer will submit the results to Executive Chairperson, Managing Director and CEO of the Company or any person authorized by her after completion of the scrutiny of the-Voting, and the results will be announced within two working days of the conclusion of the AGM. Subject to receipt of requisite number of

votes, the resolutions shall be deemed to be passed on the date of the AGM.

(c) The voting results along with the Scrutiniser’s Report will be displayed at the Registered Office of the Company, communicated to the Stock Exchanges viz. BSE Limited (www.bseindia.com) and National Stock Exchange of India Limited (www.nseindia.com) and additionally be uploaded on the Company’s website: www.nykaa.com and on the website of NSDL: https://www.evoting.nsdl.com/.

Others:

(14) As per Regulation 40 of the Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from April 01, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company’s Registrar and Share Transfer Agent, Link Intime for assistance in this regard.
(15) SEBI vide its Circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2022/8 dated January 25, 2022 has mandated the listed companies to issue securities in dematerialised form only while processing certain prescribed service requests. Accordingly, the members are requested to make service request by submitting a duly filled and signed Form No. ISR-4, the format of which is available on the Company’s website at Norms for Processing Investor’s Service Requests and on the website of Link Intime at https://linkintime.co.in/. Members are requested to note that any service request would only be processed after the folio is KYC Compliant.
(16) In accordance with the provisions of Section 72 of the Act and SEBI circulars, the facility for nomination is available for the Members of the Company in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting the Form No. SH-13. If a member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/she may submit the same in Form No. ISR-3 or Form No. SH-14, as the case may be. The said forms are available on the Company’s website at Norms for Processing Investor’s Service Requests.

Members are requested to submit the said details to their respective DP, in case the shares are held by them in dematerialised form and to the Company/Link Intime, in case the shares are held by them in physical form.

By order of the Board of Directors of FSN E-Commerce Ventures Limited

Neelabja Chakrabarty Mem. No.: A16075

Company Secretary and Compliance Officer

Mumbai, May 22, 2024

Integrated Report 2023-24 | 7

Bigger Aspirations. Bolder Strides

ANNEXURE - A

DETAILS OF DIRECTORS RETIRING BY ROTATION / SEEKING APPOINTMENT / RE-APPOINTMENT AT THE MEETING

Name of the Director	Mr. Anchit Nayar	Mr. Sanjay Nayar
DIN	08351358	00002615
Designation/ Category of	Executive Director	Non-Executive (Non-Independent) Director
the Director
Date of Birth (Age in years)	August 16, 1990 (34 years)	October 13, 1960 (64 years)
Nationality	Indian	Indian
Qualifications	Bachelor’s degree from Columbia University	Bachelor’s degree in science in mechanical
		engineering from the University of Delhi and
		Post-graduate diploma in management from the
		Indian Institute of Management, Ahmedabad
Experience (including	Mr. Anchit Nayar is an Executive Director of the	Mr. Sanjay Nayar is a Non-Executive
expertise in specific	Company, since July 1, 2021. He also serves as	(Non-Independent) Director of the Company.
functional area) / Brief Resume	the Managing Director & Chief Executive Officer for Nykaa E-Retail Limited, which handles the Beauty E-Commerce business of the Nykaa group.	Mr. Sanjay Nayar is a senior finance professional in the Indian private investing landscape and has over three decades of experience in the Global
	Mr. Anchit Nayar has more than 10 years of	financial markets. Presently, he is the Founder and
	experience in e-commerce, marketing, retail, and	Chairman of Sorin Investment Fund, an early-stage
	banking. Mr. Anchit Nayar has previously served	technology fund founded in December 2022. He is
	as the vice president of the Investment Banking	currently also serving as President of ASSOCHAM.
	Division at Morgan Stanley, New York. He is currently responsible for the beauty business and also serves as a Member of the investor relations team. He joined FSN Brands in 2018 as the Chief Executive Officer and has overseen the expansion of retail Nykaa stores. He was also the Chief Marketing Officer of the Company for the period from May 31, 2020 to January 12, 2021.	Mr. Sanjay Nayar has over 39 years of experience in the banking, and private equity. He was associated with Citibank N.A. for over 23 years, where he also served as chief executive officer of the bank in India over six years. He was chief executive officer of KKR India Advisors Private Limited from 2009 to 2020 and has also been on the boards of various KKR portfolio companies and served as Chairman
	Since 2022, as the CEO of Beauty Omnichannel,	of Avendus Capital.
	Anchit has been leading the beauty omnichannel business, scaling up the business by building the right business models, pioneering industry-first initiatives and curating best-in-class experiences tailored to the needs of both customers and brand partners.	Marquee affiliations: Recently appointed as a non- official member for the Board of Trade, Government of India, representing the private sector; (A key advisory body to the commerce and industry ministry). Member of the Board of US-India Strategic Partnership Forum (USISPF), Governing
	He was part of the illustrious Fortune India’s	Board of Indian School of Business (ISB), member of
	40 under 40 list of achievers in 2022. He was	Advisory Board of Habitat for Humanity, Chairman
	recognised by Forbes India as the ‘Tycoon of	of Grameen Impact Investments India (GIII); and
	Tomorrow’ in 2021 and more recently as one of	Founder – Board Member of Centre for Social and
	the top retail minds at the Asia Retail Congress	Economic Progress (CSEP).
	held in 2023.
Terms and Conditions of	Reappointment as Director of the Company, liable	Reappointment as Director of the Company, liable
Re-appointment	to retire by rotation, as per resolution in item	to retire by rotation, as per resolution in item
	number 2 of the Notice	number 3 of the Notice
Remuneration last drawn	As disclosed in the Corporate Governance Report	As disclosed in the Corporate Governance Report
(FY2023-24)
Remuneration proposed	He shall be paid remuneration from the Company	He is entitled for sitting fee and reimbursement
	as earlier approved by the Shareholders at the	of expenses for attending the meetings and
	time of his appointment as Executive Director of	commission from the Company. Currently, he has
	the Company.	waived the sitting fees, commission and other
	He is also entitled to receive remuneration from	expenses.
	Nykaa E-Retail Limited, where he is appointed as
	MD & CEO, within the statutory limits of law.
Date of first appointment on	August 13, 2019	April 09, 2021
the Board
Shareholding in the Company	9,60,480 equity shares	63,41,13,520 equity shares held through
including shareholding as a beneficial owner as on March 31, 2024	8,66,20,000 equity shares held through Anchit Nayar Family Trust and 2,85,00,000 held through Anchit Nayar - Sanjay Nayar Family	Sanjay Nayar Family Trust
	Trust

8 | FSN E-Commerce Ventures Limited

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Name of the Director	Mr. Anchit Nayar	Mr. Anchit Nayar	Mr. Sanjay Nayar
Relationship with other	Son of Ms. Falguni Nayar and Mr. Sanjay Nayar		Husband of Ms. Falguni Nayar and Father of Ms.
Directors / Key Managerial	Brother of Ms. Adwaita Nayar		Adwaita Nayar and Mr. Anchit Nayar
Personnel
Number of meetings of the	5		5
Board attended during the
financial year 2023-24
Directorships of other Boards	Nykaa E-Retail Limited		FSN Distribution Limited
as on March 31, 2024	FSN Brand Marketing Private Limited		FSN International Limited
			Heritage View Developers Private Limited
			Sealink View Probuild Private Limited
			Sea View Probuild Private Limited
			Epimoney Private Limited
			Grameen Impact Investments India Private Limited
			CSEP Research Foundation
			Indian School of Business
			Pratham Education Foundation
			Pratham Institute for Literacy Education and
			Vocational Training
			Sanjay & Falguni Nayar Foundation
			Nykaa Foundation
			Nykaa International UK Limited
			Nessa International Holdings Limited
			Nysaa Beauty LLC
			The Associated Chambers of Commerce and
			Industry of India
Membership / Chairmanship	Nykaa E-Retail Limited:		Epimoney Private Limited:
of Committees of other	•	Corporate Social Responsibility Committee	• Audit Committee – Member
Companies (other than		– Member	• Asset-Liability Management Committee -
the Company) as on			Member
March 31, 2024			• Risk & Credit Management Committee -
			Member
Entities from which the	Nykaa Fashion Limited		J B Chemicals and Pharmaceuticals Limited
Director has resigned in the	Dot & Key Wellness Private Limited		Max Healthcare Institute Limited
past three years			Indigrid Investment Managers Limited
			Valleyview Probuild Private Limited
			Avendus Capital Private Limited
			Radiant Life Care Private Limited
			Seynse Technologies Private Limited
			Incred Holdings Limited
			Incred Financial Services Limited

Integrated Report 2023-24 | 9

Bigger Aspirations. Bolder Strides

Name of the Director	Mr. Anchit Nayar	Mr. Sanjay Nayar
As the full-time employments	Anchit Nayar is Chief Executive Officer and	N.A.
of the Directors will be	Managing Director of Nykaa E-Retail Limited,
counted in the Number of	a wholly owned material subsidiary of FSN
Board Membership for giving	E-Commerce Ventures Limited and is also
voting decision, Disclosure	responsible for beauty business of Nykaa group.
regarding such full-time	With regard to the above and in opinion of the
employments of Directors, if	Board, he will be able to devote full time to the
Board is of the opinion that	business of the Company and its group entities.
the Director will be able to
devote sufficient time along
with the reason for such
opinion.
Whether atleast 75% Board	Yes	Yes
Meetings have been attended
in past 3 years by the Director
In case the Director is a past	N.A.	N.A.
employee, whether the said
Director was appointed on the
Board after the Completion of
5 years cooling off period
Companies which displayed	Nil	Nil
poor governance practices
and oversight, on which the
said Director was a Board
Member or that he failed
in discharging fiduciary
responsibilities in other
Companies
Whether they are Promoter	Nil	Nil
Director of any Company
whose performance has been
continuously deteriorating
Number of Promoter family	4 (including Mr. Anchit Nayar)	4 (including Mr. Sanjay Nayar)
members on the Board of the
Company
Reputational Risk, if any,	Nil	Nil
associated with the said
Director or any transactions
associated in a manner
prejudicial to minority
shareholders
Director’s political linkages,	Nil	Nil
if any

10 | FSN E-Commerce Ventures Limited

AI assistant

FSN E-Commerce Ventures Limited AGM Information 2024

61209_rns_2024-08-26_df57ac3c-c4c2-4be0-b2a7-42dea305ea82.pdf

Subject: Notice of 12[th] Annual General Meeting

Participation at the AGM through VC/OAVM

Instruction for e-Voting before and during the AGM:

a) Remote e-voting prior to the Meeting:

b) Voting during the Meeting via e-Voting:

For FSN E-Commerce Ventures Limited

Company Secretary & Compliance Officer

Notice