Nykaa IPO Basis of Allotment

FSN E-Commerce Ventures Limited ("our Company") was originally incorporated as 'FSN E-Commerce Ventures Private Limited' under the provisions of Companies Act, 1956, at Mumbai Maharashtra, pursuant to a certificate of incorporation dated April 24, 2012, issued by the Registrar of Companies, Maharashtra at Mumbai ("RoC"). Subsequently, our Company was converted into a public limited company and the name of our Company was changed to FSN E-Commerce Ventures Limited' pursuant to a special resolution passed by the Shareholders of our Company on July 16, 2021 and a revised certificate of incorporation was issued by the RoC on July 28, 2021. For further details in relation to change in name and Registered Office of our Company, see "History and Certain Corporate Matters" on page 230 of the Prospectus dated November 2, 2021 ('Prospectus').

Our Company has filed the Prospectus with RoC and the Equity Shares are proposed to be listed on the National Stock Exchange of India Limited ("NSE") and the BSE Limited ("BSE") and the trading of the Equity Shares allotted pursuant to the Offer will commence on November 10, 2021.

INITIAL PUBLIC OFFERING OF 47,575,326 EQUITY SHARES OF FACE VALUE OF RS. 1 EACH ("EQUITY SHARES") OF FSN E-COMMERCE VENTURES LIMITED (THE "COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF RS. 1,125* PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS. 1,124 PER EQUITY SHARE) ("OFFER PRICE") AGGREGATING TO RS. 53,497.24 MILLION (THE "OFFER") COMPRISING A FRESH ISSUE OF 5,602,666 EQUITY SHARES AGGREGATING TO RS. 6,300.00 MILLION (THE "FRESH ISSUE") AND AN OFFER FOR SALE OF 41,972,660* EQUITY SHARES AGGREGATING TO RS. 47,197.24 MILLION BY THE SELLING SHAREHOLDERS REFERRED TO IN ANNEXURE A OF THE PROSPECTUS (THE "OFFER FOR SALE"). THE OFFER INCLUDED A RESERVATION OF 250,000 EQUITY SHARES (CONSTITUTING 0.05% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL) FOR PURCHASE BY ELIGIBLE EMPLOYEES (THE "EMPLOYEE RESERVATION PORTION"). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE "NET OFFER". THE OFFER AND THE NET OFFER WOULD CONSTITUTE 10.06% AND 10.01%, RESPECTIVELY, OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL.

*A discount of 7 100 per Equity Share was offered to Eligible Employees Bidding in the Employee Reservation Portion

The Offer was made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules 1957, as amended ("SCRR"), read with Regulation 31 of the SEBIICDR Regulations. The Offer was made through the Book Building Process in terms of Regulation 6(2) of the SEBI ICDR Regulations, wherein at least 75% of the Net Offer was available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs and such portion, the "QIB Portion"), provided that our Company, in consultation with the Lead Managers, allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis, out of which one-third was reserved for domestic Mutual Funds only, subject to valid Bids having been received from domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations. Further, 5% of the Net QIB Portion was made available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion was made available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids having been received at or above the Offer Price. However, if the aggregate demand from Mutual Funds was less than 5% of the QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion was added to the remaining QIB Portion for proportionate allocation to QIBs. Further, not more than 15% of the Net Offer was made available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% of the Net Offer was made available for allocation to Retail Individual Bidders ("RIB") in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Further, Equity Shares were made available for allocation on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids having been received from them at or above the Offer Price. All Bidders (except Anchor Investors) were mandatority required to utilise the Application Supported by Blocked Amount ('ASBA') process by providing details of their respective ASBA accounts and UPI ID in case of RIBs using the UPI Mechanism, as applicable, pursuant to which their corresponding Bid Amount was blocked by the Self Certified Syndicate Banks ("SCSBs") or by the Sponsor Bank under the UPI Mechanism, as the case may be, to the extent of the respective Bid Amounts Anchor Investors were not permitted to participate m the Offer through the (ASBA) Process. For further details, see "Offer Procedure" on page457 of the Prospectus.

The bidding for Anchor Investor opened and dosed on October 27, 2021. The company received 174 applications from 101 anchor investors for 22,095,348 equity shares. The Anchor investor price was finalized at Rs. 1,125 per Equity Share. A total of 21,296,397 shares were allocated under the Anchor Investor Portion aggregating to Rs. 23,958,446,625.00. The Offer received 3,121,747 applications for 2,173,310,196 Equity Shares (prior to technical rejections) resulting in 45.6815 times subscription. The details of the applications received in the Offer from various categories are as under: (before technical rejections):

Final Demand

A summary of the final demand as at different Bid prces is as under

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange being the NSE on November 8, 2021.

A. Allotment to Retail Individual Bidders (after technical rejections) (including ASBA Applications)

The Basis of Allotment to the Retail Individual Bidders, who have placed bid at the Cut-Off Price or at the Offer Price of Rs. 1,125 per Equity Share, was finalized in consultation with the NSE. This category has teen subscribed to the extent of 10.2781 times. The total number of Equity Shares Allotted m Retail Portion is 47,32,532 Equity Shares to 3,94,377 successful Retail Individual Bidder The category-wise details of the Basis of Allotment are as under

B. Allotment to Non-Institutional Bidders (After Technical Rejections)

The Basis of Allotment to the Non-Institutional Bidders, who have placed bid at the Offer Price of Rs. 1,125 per Equity Share, was finalized in consultation with the NSE. The Non-Institutional Portion has been subscribed to the extent of 110.1620 times. The total number of Equity Shares Allotted in this category is 70,98,798 Equity Shares to 9.540 successful Non-Institutional Bidder. The category-wise details of the Basis of Allotment are asunder (Sample):

C. Allotment to Eligible Employees: (Upto Rs. 2,00,000)

The Basis of Allotment to the Employees, who have placed bid at the Offer Price of Rs. 1,025 (including discount of Rs. 100 per Equity Share offered to Eligible Employees) per Equity Share, was finalized in consultation with the NSE. The Employee Portion has been subscribed to the extent of 0.6180 times. The total number of Equity Shares Allotted in this category is 1,54,500 Equity Shares to 1,038 successful Employees. The category-wise details of the Basis of Allotment are as under

C. Allotment to Eligible Employees: (Above Rs. 200,000 and upto Rs.5,00,000)

The Basis of Allotment to the Employees, who have placed bid at the Offer Price of Rs. 1,025 (including discount of Rs. 100 per Equity Share offered to Eligible Employees) per Equity Share, was finalized in consultation with the NSE The Employee Portion has been subscribed to the extent of 1.273885 times. The total number of Equity Shares Allotted in this category is 95,500 Equity Shares to 562 successful Employees. The category-wise details of the Basis of Allotment are as under

D. Allotment to QIBs

Allotment to QIBs, who have Bid at the Offer Price of Rs. 1,125 per Equity Share or above, has been done on a proportionate basis in consultation with the NSE. This category has been subscribed to the extent of 97.099856 times of QIB Portion. As per the SEBI Regulations, Mutual Funds were Allotted 5% of the Equity Shares of QIB Portion available i.e. 7,09,880 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were Allotted the remaining available Equity Shares i.e. 13,487,719 Equity Shares on a proportionate basis. The total number of Equity Shares Allotted in the QIB Portion is 14,197,599 Equity Shares, which were allotted to 398 successful QIB Bidders. The category-wise details of the Basis of Allotment are as under

E. Allotment to Anchor Investors

The Company in consultation with the BRLMs, have allocated 21,296,397 Equity Shares to 101 Anchor Investors (through 174 Applications) at the Anchor Investor Offer Price of Rs. 1,125 per Equity Share in accordance with the SEBI Regulations. This represents 60% of the QIB Portion.

The Board of Directors of our Company on November 8, 2021 has taken on record the Basis of Allotment of Equity Shares approved by the Designated Stock Exchange, being NSE and has allotted the Equity Shares to various successful Bidders The Allotment Advice-cum-lntimations and/ or notices will be dispatched to the address of the investors as registered with the depositories. Further, the instructions to the Self Certified Syndicate Banks for unblocking of funds, transfer to Public Offer Account have been issued on November 8, 2021 and payment to non- Syndicate brokers have been issued on November 9, 2021. In case the same is not received within ten days, investors may contact the Registrar to the Offer at the address given below. The Equity Shares Allotted to the successful Allottees have been uploaded on November 9, 2021 for credit into the respective beneficiary accounts subject to validation of the account details with the depositories concerned. The Company has filed the Listing application with NSE and BSE on November 9, 2021. The Company has received listing and trading approval from NSE and BSE and the trading will commence on November 10, 2021.

All capitalised terms used and not specifically defined herein shall have the same meaning as ascribed to them in the Prospectus.

INVESTORS PLEASE NOTE

The details of the allotment made will be hosted on the website of the Registrar to the Offer, Link Intime India Private Limited at www.linkintime.co.in

All future correspondence in this regard may kindly be addressed to the Registrar to the Offer quoting full name of the first/ sole Bidder, Bid cum Application Form number, Bidder DP ID, Client ID, PAN, date of submission of Bid cum Application Form, address of the Bidder, number of Equity Shares applied for, the name and address of the Designated Intermediary where the Bid-cum-Application Form was submitted by the Bidder and a copy of the Acknowledgment Slip received from the Designated Intermediary at the address given below:

LINKIntime

Link Intime India Private Limited

C-101,1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai - 400 083, Maharashtra

Telephone +91 2249186200

E-mail: nykaa.ipo@linkintime.co.in

Website: www.linkmtime.co.in

Investor grievance e-mail: nykaa.ipo@linkintime.co.in

Contact person Shanti Gopalkrishnan

SEBI Registration No.: INR000004058

THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING OR THE BUSINESS PROSPECTS OF FSN E-COMMERCE VENTURES LIMITED.

FSN E-COMMERCE VENTURES LIMITED is proposing, subject to applicable statutory and regulatory requirements, receipt of requisite approvals, market conditions and other considerations, to make an initial public offering of its Equity Shares and has tiled the Prospectus with the RoC and thereafter with SEBI and the Stock Exchanges. The Prospectus is available on the website of SEBI at www.sebi.gov.in, websites of the Stock Exchanges i.e. BSE and NSE at www.bseindia.com and www.nseindia.com , respectively, and on the websites of the GCBRLMs. i.e Kotak Mahindra Capital Company Limited and Morgan Stanley India Company Private Limited at http://investmentbank.kotak.com and www.morganstanley.com , respectively and the websites of BRLMs. i.e. BofA Securities India Limited, Citigroup Global Markets India Private Limited, ICICI Securities Limited and JM Financial Limited at www.ml-india.com, www.online.citibank.co.in/rhtm/cibgroupglobalscreen1.htm, www.icicisecurities.com and www.jmfl.com , respectively. Investors should note that investment in equity shares involves a high degree of risk and for details relating to such risk, please see the section entitled "Risk Factors" on page 44 of the Prospectus.

The Equity Shares offered in the Offer have not been and win not be registered under the US. Securities Act of 1933, as amended ('U.S. Securities Act'), or any state law of the United States and, unless so registered, may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws Accordingly, the Equity Shares are being offered and sold (i) within the United States only to persons reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act) under Section 4(a) of the U.S. Securities Act, and (ii) outside the United States in offshore transactions in compliance with Regulation S under the U.S Securities Act and the applicable laws of the jurisdiction where those offers and sales are made. There will be no public offering of Equity Shares in the United States.