FSN E–COMMERCE VENTURES LIMITED

1 RED HERRING PROSPECTUS Dated October 20, 2021 Please read section 32 of the Companies Act, 2013 100% Book Built Offer 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.

2 For further details in relation to change in name and Registered Office of our Company, see History and Certain Corporate Matters on page 230. Registered Office: 104, Vasan Udyog Bhavan, Sun Mill Compound, Tulsi Pipe Road, Lower Parel, Mumbai 400 013, Maharashtra; Telephone: + (91) 22 6614 9616 Corporate Office: A2, 4th Floor, Cnergy IT Park, Appasaheb Marathe Marg, Opposite Tata Motors, Prabhadevi, Mumbai 400 025, Maharashtra; Telephone: + (91) 22 3095 8700 Contact Person: Rajendra Punde, Head Legal, Company Secretary and Compliance Officer; E-mail: Website: ; Corporate Identity Number: U52600MH2012 PLC230136 OUR PROMOTERS: FALGUNI NAYAR, SANJAY NAYAR, FALGUNI NAYAR FAMILY TRUST AND SANJAY NAYAR FAMILY TRUST INITIAL PUBLIC OFFERING OF UP TO [ ] EQUITY SHARES OF FACE VALUE OF 1 EACH ( EQUITY SHARES ) OF FSN E COMMERCE VENTURES LIMITED (THE COMPANY OR THE ISSUER ) FOR CASH AT A PRICE OF [ ]* PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF [ ] PER EQUITY SHARE) ( OFFER PRICE ) AGGREGATING UP TO [ ] MILLION (THE OFFER ) COMPRISING A FRESH ISSUE OF UP TO [ ] EQUITY SHARES AGGREGATING UP TO 6,300 MILLION (THE FRESH ISSUE ) AND AN OFFER FOR SALE OF UP TO 41,972,660 EQUITY SHARES AGGREGATING UP TO [ ] MILLION BY THE SELLING SHAREHOLDERS REFERRED TO IN ANNEXURE A (THE OFFER FOR SALE ).

3 THE OFFER INCLUDES A RESERVATION OF UP TO 250,000 EQUITY SHARES (CONSTITUTING UP TO [ ]% 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 [ ]% AND [ ]%, RESPECTIVELY, OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL. THE OFFER PRICE IS [ ] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE SELLING SHAREHOLDERS COMMITTEE AND THE LEAD MANAGERS, AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE LEAD MANAGERS, AND WILL BE ADVERTISED IN ALL EDITIONS OF THE ENGLISH NATIONAL DAILY newspaper FINANCIAL EXPRESS, ALL EDITIONS OF THE HINDI NATIONAL DAILY newspaper JANSATTA AND MUMBAI EDITION OF THE MARATHI newspaper NAVSHAKTI (MARATHI BEING THE REGIONAL LANGUAGE OF MAHARASHTRA, WHERE OUR REGISTERED OFFICE IS LOCATED), EACH WITH WIDE CIRCULATION, AT LEAST TWO WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO THE BSE LIMITED ( BSE )

4 AND THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED ( NSE , AND TOGETHER WITH BSE, THE STOCK EXCHANGES ) FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE SEBI ICDR REGULATIONS ). *Our Company in consultation with the Lead Managers, may offer a discount of up to 10% of the Offer Price to Eligible Employees bidding in the Employee Reservation Portion. In case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days.

5 In cases of force majeure, banking strike or similar circumstances, our Company may, in consultation with the Lead Managers, for reasons to be recorded in writing, extend the Bid / Offer Period for a minimum of three Working Days, subject to the Bid/ Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the respective websites of the Lead Managers and at the terminals of the Syndicate Member(s) and by intimation to the Designated Intermediaries and the Sponsor Bank, as applicable. This is an Offer in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended ( SCRR ), read with Regulation 31 of the SEBI ICDR Regulations.

6 The Offer is being 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 shall be 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, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis, out of which one-third shall be reserved for domestic Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion.

7 Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5% of the QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, not more than 15% of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% of the Net Offer shall be 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.

8 Further, Equity Shares will be allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids received from them at or above the Offer Price. All Bidders (except Anchor Investors) are mandatorily 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 will be 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 are not permitted to participate in the Offer through the ASBA Process.

9 For further details, see Offer Procedure on page 457. RISKS IN RELATION TO THE FIRST OFFER This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is 1 each. The Floor Price, Cap Price and Offer Price (determined by our Company in consultation with the Lead Managers and on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under Basis for Offer Price on page 165), should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares of our Company, or regarding the price at which the Equity Shares will be traded after listing.

10 GENERAL RISKS Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India ( SEBI ), nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to Risk Factors on page 44.