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FSN E-Commerce Ventures Limited — Capital/Financing Update 2023
May 15, 2023
61209_rns_2023-05-15_f3ee6c85-100d-428e-a62d-ee6099be6a3f.pdf
Capital/Financing Update
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FSN E - Commerce Ventures Limited
(formerly ‘FSN E-Commerce Ventures Private Limited’)
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May 15, 2023
National Stock Exchange of India Limited Exchange Plaza, 5[th] Floor, Plot No. C/1, G Block, Bandra – Kurla Complex, Bandra (E), Mumbai – 400 051
BSE Limited
Corporate Relationship Department, 2[nd] Floor, New Trading Wing, Rotunda Building, P.J. Towers, Dalal Street, Mumbai – 400 001
Symbol: NYKAA
Scrip Code: 543384
Dear Sirs,
Sub - Monitoring Agency Report for the quarter ended March 31, 2023
Pursuant to Regulation 32(6) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Regulation 41(4) of Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, please find attached the Monitoring Agency Report for the quarter ended March 31, 2023, issued by ICICI Bank Limited, Monitoring Agency, appointed to monitor the utilisation of proceeds of the Public Issue (IPO) of the Company.
Request you to please take the above on record.
Thanking you,
Yours faithfully, For FSN E-Commerce Ventures Limited
(formerly ‘FSN E-Commerce Ventures Private Limited’)
SUJEET Digitally signed by SUJEET ROOPCHA ROOPCHAND JAIN Date: 2023.05.15 ND JAIN 17:19:09 +05'30'
_______ Sujeet Jain Chief Legal and Regulatory Officer, Company Secretary & Compliance Officer Mem. No.: F6144
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 – [email protected] CIN: L52600MH2012PLC230136
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Report of the Monitoring Agency
Name of the Issuer: : FSN E-Commerce Ventures Limited For quarter ended: Mar 31, 2023 Name of the Monitoring Agency: ICICI Bank Limited
a) Deviation from the objects: No deviation from the objects
- (b) Range of Deviation*: Not applicable
Declaration:
We declare that this report is based on the format prescribed by the SEBI (ICDR) Regulations, 2018, We further declare that this report provides a true and fair view of the utilization of the issue proceeds.
We declare that we do not have any direct/indirect interest in or relationship with the issuer/promoters/ directors/management and also confirm that we do not perceive any conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer.
Signature:
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Name of the Authorized Person/Signing Authority: Sagar Welekar Designation of Authorized person/Signing Authority: Chief Manager Seal of the Monitoring Agency: Date: 15[th] May 2023
Regd. Office: ICICI Bank Tower, Near Chakli Circle, Old Padra Rd, Vadodara 390 007, India
ICICI Bank Limited ICICI Bank Towers Bandra-Kurla Complex Mumbai 400 051, India
Tel.: (91-22) 2653 1414 Fax: (91-22) 2653 1122 Website www.icicibank.com CIN.: L65190GJ1994PLC021012
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1) Issuer Details:
Name of the issuer: FSN E-Commerce Ventures Limited
Names of the promoter: Mrs. Falguni Nayar , Mr. Sanjay Nayar., Sanjay Nayar Family Trust & Falguni Nayar Family Trust Industry/sector to which it belongs: E-Commerce Business
2) Issue Details:
Issue Period: October 28, 2021 to November 1, 2021
Type of issue (public/rights): Public Issue Type of specified securities: Equity Shares Public Issue Grading, if any: NA
Issue size (in Million): 'Equity Shares of ₹ 53,497.24 Million (Including Fresh Issue of ₹ 6,300 Million)
3) Details of the arrangement made to ensure the monitoring of issue proceeds:
| Particulars | Reply | Source of information / certifications considered by Monitoring Agency for preparation of report |
Comments of the Monitoring Agency |
Comments of the Board of Directors |
|---|---|---|---|---|
| Whether all utilization is as per the disclosures in the Offer Document? |
Yes/No | Certificate provided by Chartered Accountant |
Yes | Yes |
| Whether shareholder approval has been obtained in case of material deviations* from expenditures disclosed in the Offer Document? |
Yes/No | NA | NA | NA |
| Whether the means of finance for the disclosed objects of the issue has changed? |
Yes/No | Declaration provided bythe company |
No | No |
| Is there any major deviation observed over the earlier monitoringagencyreports? |
Yes/No | NA | NA | NA |
| Whether all Government/statutory approvals related to the object(s)have been obtained? |
Yes/No | Declaration provided bythe company |
NA | NA |
| Whether all arrangements pertaining to technical assistance/collaboration are in operation? |
Yes/No | Declaration provided bythe company |
NA | NA |
| Are there any favorable events improving the viability of these object(s)? |
Yes/No | NA | NA | NA |
| Are there any unfavorable events affecting the viability of the object(s)? |
Yes/No | Declaration provided bythe company |
No | NA |
| Is there any other relevant information that may materially affect the decision makingof the investors? |
Yes/No | NA | NA | No |
*Where material deviation may be defined to mean:
a) Deviation in the objects or purposes for which the funds have been raised
b) Deviation in the amount of fund actually utilized by more than 10% of the amount projected in the offer documents. NA
Regd. Office: ICICI Bank Tower, Near Chakli Circle, Old Padra Rd, Vadodara 390 007, India
ICICI Bank Limited ICICI Bank Towers Bandra-Kurla Complex Mumbai 400 051, India
Tel.: (91-22) 2653 1414 Fax: (91-22) 2653 1122 Website www.icicibank.com CIN.: L65190GJ1994PLC021012
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4) Details of object(s)s to be monitored:
| (i) Cost of object(s)-(All In ₹ millions) | (i) Cost of object(s)-(All In ₹ millions) | (i) Cost of object(s)-(All In ₹ millions) | ||||||
|---|---|---|---|---|---|---|---|---|
| Sr. No |
Item Head | Source of information / certifications considered by Monitoring Agency for preparation of report |
Original Cost (as per Offer Documen t) |
Revised Cost |
Comments of Monitoring Agency |
Comments of Board | of Directors | |
| Reason of cost revision |
Proposed financing option |
Particulars of firm arrangeme nts made |
||||||
| 1 | Investment in certain of our Subsidiaries, namely, FSN Brands and / or Nykaa Fashion for funding the set-up of new retail stores |
As per Prospectus and Company Declaration |
420.00 | 420.00 | No Comments |
NA | NA | NA |
| 2 | Capital expenditure to be incurred by our Company and investment in certain of our Subsidiaries, namely, Nykaa E- Retail, FSN Brands and Nykaa Fashion for funding the set-up of new warehouses |
As per Prospectus and Company Declaration |
420.00 | 420.00 | No Comments |
NA | NA | NA |
| 3 | Repayment or prepayment of outstanding borrowings availed by our Company and one of our Subsidiaries, namely, Nykaa E-Retail |
As per Prospectus and Company Declaration |
1560.00 | 1560.00 | No Comments |
NA | NA | NA |
| 4 | Expenditure to acquire and retain customers by enhancing the visibility and awareness of our brands |
As per Prospectus and Company Declaration |
2340.00 | 2340.00 | No Comments |
NA | NA | NA |
| 5 | General Corporate Purposes * | As per Prospectus and Company Declaration |
1269.51 | 1305.72 | No Comments |
NA | NA | NA |
| Total | 6009.51 | 6045.72 |
- On finalization of IPO issue expenses, the amount proposed to be utilized for General Corporate Purposes is revised to INR.1305.72 million, compared to the original amount of INR. 1269.51 million.
Regd. Office: ICICI Bank Tower, Near Chakli Circle, Old Padra Rd, Vadodara 390 007, India
ICICI Bank Limited ICICI Bank Towers Bandra-Kurla Complex Mumbai 400 051, India
Tel.: (91-22) 2653 1414 Fax: (91-22) 2653 1122 Website www.icicibank.com CIN.: L65190GJ1994PLC021012
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| (ii) Progress in the object(s)-(All In ₹ millions) | (ii) Progress in the object(s)-(All In ₹ millions) | (ii) Progress in the object(s)-(All In ₹ millions) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| S r . N o |
Item Head | Source of information / certifications considered by Monitoring Agency for preparation of report |
Amount as proposed in Offer Documen t |
Amount utilized* | Total unutilized Amount |
Comments of Monitoring Agency |
Comments of Board of Directors |
|||
| As at Beginning of the quarter |
During the quarter # |
At the end of the quarter |
Reason of idle funds |
Propose d Course of Action |
||||||
| 1 | Investment in certain of our Subsidiaries, namely, FSN Brands and / or Nykaa Fashion for funding the set-up of new retail stores |
CA Certification and Company Declaration |
420.00 | 129.17 | 53.41 | 182.58 | 237.42 | No Comments |
NA | No Comme nts |
| 2 | Capital expenditure to be incurred by our Company and investment in certain of our Subsidiaries, namely, Nykaa E- Retail, FSN Brands and Nykaa Fashion for funding the set-up of new warehouses |
CA Certification and Company Declaration |
420.00 | 269.07 | 55.87 | 324.94 | 95.06 | No Comments |
NA | No Comme nts |
| 3 | Repayment or prepayment of outstanding borrowings availed by our Company and one of our Subsidiaries, namely, Nykaa E-Retail |
CA Certification and Company Declaration |
1560.00 | 1560.00 | - | 1560.00 | - | No Comments |
NA | No Comme nts |
| 4 | Expenditure to acquire and retain customers by enhancing the visibility and awareness of our brands |
CA Certification and Company Declaration |
2340.00 | 2340.00 | - | 2340.00 | - | No Comments |
NA | No Comme nts |
| 5 | General corporate purposes* |
CA Certification and Company Declaration |
1305.72 | 1305.72 | - | 1305.72 | - | No Comments |
NA | No Comme nts |
| Total | 6045.72 | 5603.96 | 109.28 | 5713.24 | 332.48 |
* On finalization of IPO issue expenses, the amount proposed to be utilized for General Corporate Purposes is revised to INR.1305.72 million, compared to the original amount of INR. 1269.51 million.
Regd. Office: ICICI Bank Tower, Near Chakli Circle, Old Padra Rd, Vadodara 390 007, India
ICICI Bank Limited ICICI Bank Towers Bandra-Kurla Complex
Tel.: (91-22) 2653 1414 Fax: (91-22) 2653 1122 Website www.icicibank.com CIN.: L65190GJ1994PLC021012
Mumbai 400 051, India
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(iii) Deployment of unutilized Public Offer proceeds- (All In ₹ millions)
| Sr. No |
Type of instrument and name of the entity invested in |
Amount invested |
Maturity date | Total Earning Upto Maturity Period (Pre Tax)* |
Return on Investment (ROI %) |
Market Value as at the end of quarter 31.03.2023* |
|---|---|---|---|---|---|---|
| 1 | Fixed Deposit - Axis Bank Limited | 18.60 | 09-04-2023 | 1.14 | 5.15% | 19.69 |
| 2 | Fixed Deposit - ICICI Bank Limited | 19.48 | 10-04-2023 | 0.02 | 3.00% | 19.48 |
| 3 | Fixed Deposit - KMBL# | 22.60 | 16-04-2023 | 0.43 | 5.75% | 22.98 |
| 4 | Fixed Deposit - Axis Bank Limited | 18.50 | 09-05-2023 | 1.24 | 5.20% | 19.60 |
| 5 | Fixed Deposit - KMBL# | 49.50 | 11-05-2023 | 2.81 | 4.40% | 52.01 |
| 6 | Fixed Deposit - KMBL# | 43.70 | 23-05-2023 | 1.31 | 6.10% | 44.63 |
| 7 | Fixed Deposit - ICICI Bank Limited | 22.50 | 03-07-2023 | 0.43 | 6.50% | 22.56 |
| 8 | Fixed Deposit - ICICI Bank Limited | 21.50 | 24-07-2023 | 0.49 | 6.50% | 21.56 |
| 9 | Fixed Deposit - ICICI Bank Limited | 22.50 | 02-08-2023 | 0.55 | 6.50% | 22.56 |
| 10 | Fixed Deposit - ICICI Bank Limited | 21.00 | 21-08-2023 | 0.59 | 6.50% | 21.06 |
| 11 | Fixed Deposit - ICICI Bank Limited | 22.50 | 04-09-2023 | 0.69 | 6.50% | 22.56 |
| 12 | Fixed Deposit - Axis Bank Limited | 50.10 | 19-11-2023 | 3.69 | 7.15% | 51.42 |
| Total | 332.48 | 13.39 | 340.10 |
KMBL – Kotak Mahindra Bank Limited
- The exact earning & market value shall be available on redemption / realization of the Fixed Deposit The above table does not include net returns on fixed deposits of INR 3.61 million lying in the monitoring agency account of ICICI Bank Ltd as at Mar 31, 2023.
(iv) Delay in implementation of the object(s)-
| Object(s) Name NA |
Completion | Date | Delay (No. of days/ months) |
Comments of Board of Directors | Comments of Board of Directors |
|---|---|---|---|---|---|
| As per Offer Document |
**Actual *** | Reason of delay |
Proposed Course of Action | ||
| NA | NA | NA | No comments |
- In case of continuing object(s) please specify latest/revised estimate of completion date
5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document: (₹/Million)
| Sr. No |
Item Head | Amount as proposed in Offer Document |
Amount utilized | Amount utilized | Total unutilized Amount | |
|---|---|---|---|---|---|---|
| As at Beginning of thequarter |
During the quarter# |
At the end of the quarter |
||||
| 1 | General Corporate Purpose |
1305.72 | 1305.72 | - | 1305.72 | - |
* On finalization of IPO issue expenses, the amount proposed to be utilized for General Corporate Purposes is revised to INR.1305.72 million, compared to the original amount of INR. 1269.51 million.
Signature:
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Name of the Authorized Person/Signing Authority: Sagar Welekar Designation of Authorized person/Signing Authority: Chief Manager Seal of the Monitoring Agency: Date: 15[th] May 2023
Regd. Office: ICICI Bank Tower, Near Chakli Circle, Old Padra Rd, Vadodara 390 007, India
ICICI Bank Limited ICICI Bank Towers Bandra-Kurla Complex Mumbai 400 051, India
Tel.: (91-22) 2653 1414 Fax: (91-22) 2653 1122 Website www.icicibank.com CIN.: L65190GJ1994PLC021012