FSN E-Commerce Ventures Limited — Capital/Financing Update 2025

Jan 23, 2025

FSN E - Commerce Ventures Limited

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January 23, 2025

National Stock Exchange of India Limited

Symbol: NYKAA

BSE Limited Scrip Code: 543384

Dear Sirs,

Subject: Intimation of incorporation of a step-down subsidiary company in Oman

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations’ ) read with Part A of Schedule III of the Listing Regulations, we hereby inform you that Nessa International Holdings Limited, a stepdown subsidiary of the Company, has incorporated a new Wholly Owned Subsidiary in Oman, by the name Nysaa Cosmetics SPC .

The details as required under Regulation 30 of the Listing Regulations read with SEBI circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, are enclosed herewith as ‘ Annexure A’.

This intimation is for your information and dissemination.

For FSN E-Commerce Ventures Limited

Digitally signed by NEELABJA NEELABJA CHAKRABARTY CHAKRABARTY Date: 2025.01.23 16:50:35 +05'30' Neelabja Chakrabarty Company Secretary & Compliance Officer

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 6838 9696 | Email – companysecretary@nykaa.com CIN: L52600MH2012PLC230136

FSN E - Commerce Ventures Limited

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Annexure A

Details pursuant to Regulation 30, read with Para A of Part A of Schedule III of the Listing Regulations and the SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023

Sr. No.	Particulars	Details
a.	Name of the target entity, details in brief such as size, turnover etc.	Nysaa Cosmetics SPC,a sole proprietor Company (“Nysaa Cosmetics SPC”) 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. Size/Turnover: Not applicable (yet to commence business operations).
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 “arm’s length”	Incorporation of a new subsidiary does not fall within the purview of Related Party Transaction and no promoter/ promoter group entity is interested.
c.	Industry to which the entity being acquired belongs	International and domestic sale/trade/retail of Beauty and Personal Care (BPC) (both online and offline) and other related activities.
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)	Trading in Cosmetics, Beauty, Perfumes & Personal Care and other related products
e.	Brief details of any governmental or regulatory approvals required for the acquisition	None
f.	Indicative time period for completion of the acquisition	Not Applicable
g.	Nature of consideration – whether cash consideration or share swap and details of the same	Cash consideration

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 6838 9696 | Email – companysecretary@nykaa.com CIN: L52600MH2012PLC230136

FSN E - Commerce Ventures Limited

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Sr. No.	Particulars	Details
h.	Cost of acquisition or the price at which the shares are acquired	Share Capital for the newly incorporated Company will be OMR 30,000.
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 Cosmetics SPC. 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 Distribution.
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 anyother significant information(in brief)	Nysaa Cosmetics SPC is a newly incorporated Company and is yet to commence its business operations.

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 6838 9696 | Email – companysecretary@nykaa.com CIN: L52600MH2012PLC230136