FSN E-Commerce Ventures Limited — Capital/Financing Update 2023

Aug 31, 2023

FSN E - Commerce Ventures Limited

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August 31, 2023

National Stock Exchange of India Limited	BSE Limited
Exchange Plaza, 5th Floor,	Corporate Relationship Department,
Plot No. C/1, G Block,	2nd Floor, New Trading Wing,
Bandra – Kurla Complex,	Rotunda Building, P.J. Towers,
Bandra (E), Mumbai – 400 051	Dalal Street, Mumbai – 400 001
Symbol: NYKAA	Scrip Code: 543384

ISIN: INE388Y01029

Dear Sirs,

Sub.: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding acquisition of equity shares in FSN International Private Limited, wholly owned subsidiary of the Company, on right basis

We refer to our disclosure under Regulation 30 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, vide our letter dated June 28, 2023 regarding the approval of the Fundraise & Investment Committee of the Board of Directors of the Company to make further investment in FSN International Private Limited (‘ FSN International ’), a wholly owned subsidiary of the Company, on rights basis.

Further to the above, we wish to inform you that, FSN E-Commerce Ventures Limited (‘Company’) has on August 31, 2023, acquired 39,78,000 equity shares of Rs. 10 each at par on rights basis of FSN International, a wholly owned subsidiary of the Company. After the said acquisition, FSN International continues to be a wholly owned subsidiary of the Company.

The requisite disclosures, as required under Regulation 30 read with Para A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, are enclosed as ‘Annexure I’.

Thanking You.

Yours faithfully,

For FSN E-Commerce Ventures Limited

SUJEET Digitally signed by SUJEET ROOPCHAND ROOPCHAN JAIN D JAIN Date: 2023.08.31 17:33:11 +05'30' ___________________ Sujeet Jain Chief Legal and Regulatory Officer, Company Secretary & Compliance Officer Membership No.: F6144

Encl: As above

Registered Office: 104 Vasan Udyog Bhavan | Sun Mill Compound | S. B. Marg | Tulsi Pipe Road | Lower Parel (W) | Mumbai – 400013 Website: www.nykaa.com | Phone: +91 22 6614 9696 | Email – companysecretary@nykaa.com CIN: L52600MH2012PLC230136

FSN E - Commerce Ventures Limited

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Annexure I

Disclosure under sub-para (1) [i.e., Acquisition(s) (including agreement to acquire)] of Para (A) of Part (A) of Schedule III to the Regulation 30 SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

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----- Start of picture text ----- Sr.Particulars DetailsNo.a. Name of the target entity, details in brief FSN International Private Limited (“ FSNsuch as size, turnover etc International” ) is a wholly owned subsidiary ofthe Company.FSN International was incorporated underCompanies Act, 2013 in the year 2019. It isengaged in the business of selling beauty,wellness, fitness, personal care, health care, skincare, hair care and other related productson/through e-commerce, m-commerce, internet,stores, stalls, etc .b. Whether the acquisition would fall within Yes, since FSN International is a wholly ownedrelated party transaction(s) and whether subsidiary of the Company. This transaction is atthe promoter/ promoter group/ group “arms length”.companies have any interest in the entitybeing acquired? If yes, nature of interestand details thereof and whether the sameis done at “arms length”c. Industry to which the entity being acquired International exports and retail of Beauty andbelongs Personal care (BPC) productsd. Objects and effects of acquisition The Company is making strategic investment for(including but not limited to, disclosure of providing long term funds to FSN International.reasons for acquisition of target entity, ifits business is outside the main line of On completion of the said transaction, the equitybusiness of the listed entity) stake of the Company in FSN Internationalcontinues to remain at 100%.e. Brief details of any governmental or None.regulatory approvals required for theacquisitionf. Indicative time period for completion of FSN International has allotted shares on Augustthe acquisition 31, 2023g. Nature of consideration - whether cash Cash (through rights issue).consideration or share swap and details ofthe sameh. Cost of acquisition or the price at which Subscription to equity shares of face value ofthe shares are acquired ₹10/- per share, offered on rights issue basis.----- End of picture text -----

Registered Office: 104 Vasan Udyog Bhavan | Sun Mill Compound | S. B. Marg | Tulsi Pipe Road | Lower Parel (W) | Mumbai – 400013 Website: www.nykaa.com | Phone: +91 22 6614 9696 | Email – companysecretary@nykaa.com CIN: L52600MH2012PLC230136

FSN E - Commerce Ventures Limited

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----- Start of picture text ----- Sr.Particulars DetailsNo.i. Percentage of shareholding / control Equity Shareholding of the Companyacquired and / or number of shares in FSN Internationalacquired Pre-acquisition Post-acquisitionNos. % Nos. %51,00,000 100 90,78,000 100j. Brief background about the entity FSN International Private Limited (“ FSNacquired in terms of products/line of International ”), incorporated on December 10,business acquired, date of incorporation, 2019 under the Companies Act, 2013 in India, ishistory of last 3 years turnover, country in engaged in the business of beauty, wellness,which the acquired entity has presence and fitness, personal care, health care, skin care, hairany other significant information (in brief) care and other related products on/through e-commerce, m-commerce, internet, stores, stalls,etc .FSN International has three subsidiaries namely,FSN Global FZE, Dubai, Nykaa International UKLimited, United Kingdom and Nessa InternationalHoldings Limited, UAE.Details of Turnover (consolidated):Year Revenue (in Rs. million)FY 2022-23: 59.72FY 2021-22: 31.17FY 2020-21: 0.12----- End of picture text -----

Registered Office: 104 Vasan Udyog Bhavan | Sun Mill Compound | S. B. Marg | Tulsi Pipe Road | Lower Parel (W) | Mumbai – 400013 Website: www.nykaa.com | Phone: +91 22 6614 9696 | Email – companysecretary@nykaa.com CIN: L52600MH2012PLC230136