FSN E-Commerce Ventures Limited — Capital/Financing Update 2024

Feb 1, 2024

FSN E - Commerce Ventures Limited

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February 01, 2024

National Stock Exchange of India Limited Symbol: NYKAA

BSE Limited Scrip Code: 543384

Dear Sirs,

Subject: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

We hereby inform you that the Fundraise & Investment Committee of the Board of Directors of the FSN E-Commerce Ventures Limited (‘Company’), on Thursday, February 01, 2024, has approved the proposal of investment by Nessa International Holdings Limited (‘Nessa International’), a subsidiary of the Company into Nysaa Beauty LLC, a wholly owned subsidiary of Nessa International, for first investment of an amount up to USD 2.5 Million (USD Two and Half Million) in one or more tranches.

The requisite disclosures, as required under Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are enclosed as Annexure A .

We request you to take the above information on records.

For FSN E-Commerce Ventures Limited

SUJEET Digitally signed by SUJEET ROOPCHAND ROOPCHAND JAIN Date: 2024.02.01 15:26:27 JAIN +05'30'

Sujeet Jain Chief Legal and Regulatory Officer, Company Secretary & Compliance Officer Membership 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 – companysecretary@nykaa.com CIN: L52600MH2012PLC230136

FSN E - Commerce Ventures Limited

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Annexure A

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

Sr. No.	Particulars	Details
a.	Name of the target entity, details in brief such as size, turnover etc.	Nysaa Beauty LLC is a wholly owned subsidiary of Nessa International Holdings Limited (“Nessa International”), which is a subsidiary of the FSN International Limited. FSN International Limited is a wholly owned subsidiary of the Company. Nysaa Beauty LLC was recently formed in the United Arab Emirates (‘UAE’) to undertake an omni-channel, multi branded beauty retail operation business in the UAE`.
b.	Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arms length”	Yes, since Nysaa Beauty LLC is a subsidiary of the Company, this transaction is being conducted at “arms length”.
c.	Industry to which the entity being acquired belongs	Multi-brand Beauty and Personal Care (BPC) retail.
d.	Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity)	Nessa International is making its first strategic investment in Nysaa Beauty LLC, for operational support.
e.	Brief details of any governmental or regulatory approvals required for the acquisition	None.
f.	Indicative time period for completion of the acquisition	The investment is expected to be completed by March 31, 2024.
g.	Nature of consideration - whether cash consideration or share swap and details of the same	Cash.
h.	Cost of acquisition or the price at which the shares are acquired	Acquisition of equity shares of Nysaa Beauty LLC by Nessa International will be made at a price of AED 1000/- per share.
i.	Percentage of shareholding/ control acquired and/ or number of shares acquired	Nessa International, a subsidiary of the Company will hold 100% of the shareholding of Nysaa Beauty LLC. Since the Company through FSN International Limited (wholly owned subsidiary) holds 55% of shareholding of Nessa International, the Company will indirectly hold 55% of shareholding of Nysaa Beauty LLC, UAE.
j.	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief)	Nysaa Beauty LLC was recently formed in the UAE to undertake an omni-channel, multi branded beauty retail operation business in the UAE.

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