AceVector Limited IPO

01At a glance

What the company does: runs Snapdeal, an online marketplace for value-priced lifestyle goods; consolidates Unicommerce, which sells e-commerce software (Uniware, Shipway, Convertway); and owns consumer brands (RHP p.218, RHP p.219, RHP p.220).

Who pays it: sellers on Snapdeal, who pay marketing fees on the goods they list, and software clients of Unicommerce, 8,261 of them at March 2026 (RHP p.159, RHP p.160). Snapdeal had 12.16 million annual transacting customers in FY26 (RHP p.159).

Why it is raising money: ₹1,320.00 million for the marketplace's marketing and business promotion and ₹500.00 million for its technology infrastructure, spread over Fiscals 2027 to 2029; the rest is for acquisitions and general corporate purposes (RHP p.145).

How fast it has grown: revenue from ₹3,797.61 million in FY24 to ₹5,103.81 million in FY26, about 15.9% a year, while the loss went from ₹512.97 million to ₹1,263.06 million and back to ₹455.06 million (our arithmetic, RHP p.77).

The one thing to understand: the growth is in the software business, not the marketplace. Unicommerce's revenue rose from ₹1,035.81 million in FY24 to ₹2,043.38 million in FY26 and its adjusted EBITDA to ₹412.77 million, while the marketplace's adjusted EBITDA was −₹502.51 million in FY26, worse than the −₹367.20 million of FY24 (RHP p.159, RHP p.160). The company holds 26.13% of Unicommerce but consolidates it line by line (RHP p.34).

02The business, in plain words

Snapdeal lists goods that independent sellers ship to buyers; the company takes a fee and pays third-party couriers to deliver, holding no inventory (RHP p.219). Unicommerce sells subscription software that brands, sellers and logistics firms use to run orders, inventory, warehouses and returns, and charges by the volume of transactions processed (RHP p.220, RHP p.159). The consumer brands business sells its own labels.

A value shopper buys a ₹400 item on Snapdeal → an independent seller ships it through a third-party courier → Snapdeal takes a marketing fee on the sale and pays the logistics cost → separately, a brand pays Unicommerce a subscription to run its own e-commerce operations.

In FY26, 95.45% of Snapdeal's net merchandise value came from lifestyle categories, 83.75% of delivered units were priced under ₹599, 82.22% went to non-metro cities and 89.83% of transactions went through the app (RHP p.219, RHP p.220). The platform reached 18,972 pin codes (RHP p.219). Unicommerce processed an annual run rate of 1,155.79 million transactions for 8,261 clients (RHP p.160).

Earnings equation: Marketplace revenue ≈ net merchandise value × take rate; contribution ≈ that revenue − logistics cost. In FY26 net merchandise value was ₹10,931.10 million, marketplace revenue ₹2,936.75 million and contribution margin ₹1,094.72 million (RHP p.159).

03Where the money comes from

Source: RHP p.159, RHP p.160, RHP p.77.

The two segments do not add to total revenue; consumer brands make up the difference (our arithmetic, RHP p.77, RHP p.159). Revenue does not depend on a few customers: it comes from many sellers on the marketplace and 8,261 software clients (RHP p.160). It does depend on the mix between the two businesses: software went from 27.3% of revenue in FY24 to 40.0% in FY26 (our arithmetic, RHP p.159, RHP p.160). Delivery depends entirely on third-party logistics providers, whose operations the company does not control (RHP p.41).

04The growth record

Source: RHP p.77, RHP p.78, RHP p.159, RHP p.76.

Return on net worth was −110.24% in FY25 and −59.54% in FY26, and could not be computed for FY24 because net worth was negative (RHP p.157). Our arithmetic: revenue grew about 15.9% a year from FY24 to FY26 while the loss attributable to owners went from ₹578.65 million to ₹607.80 million, having been ₹1,392.70 million in FY25 (RHP p.77). FY25 carried exceptional items of ₹736.05 million, largely a provision for doubtful security deposits, and FY24 ₹28.30 million; FY26 carried none (RHP p.77, RHP p.78). Other income was ₹272.84 million in FY26, against a loss before tax, so it cannot be expressed as a share of profit before tax (RHP p.77).

05What the growth is made of

Software. Unicommerce's revenue rose from ₹1,035.81 million in FY24 to ₹2,043.38 million in FY26, its segment total income to ₹2,084.22 million and its adjusted EBITDA from ₹161.96 million to ₹412.77 million, on an annual transaction run rate that went from 791.63 million to 1,155.79 million and a client count from 3,502 to 8,261 (RHP p.159, RHP p.160).

The marketplace grew in units without growing in profit. Net merchandise value rose from ₹6,333.37 million to ₹10,931.10 million and delivered units from 14.81 million to 25.98 million, while marketplace revenue rose only from ₹2,528.87 million to ₹2,936.75 million: the take rate fell from 39.9% of merchandise value in FY24 to 26.9% in FY26 (our arithmetic, RHP p.159). Contribution margin, revenue less logistics cost, fell from ₹1,453.05 million to ₹1,094.72 million over the same period, and adjusted EBITDA for the segment from −₹367.20 million to −₹502.51 million (RHP p.159).

06Earnings quality

The item that needs explaining is consolidation. The company holds 26.13% of Unicommerce but consolidates all of its revenue and profit line by line, because it can appoint a majority of the Unicommerce board; if that right ended, Unicommerce would leave the consolidated accounts (RHP p.34). Most of Unicommerce's profit therefore belongs to other shareholders, which is why non-controlling interests were ₹1,582.70 million of the ₹2,603.51 million of total equity and took ₹152.74 million of FY26 profit while the owners of the parent bore a ₹607.80 million loss (RHP p.76, RHP p.77).

07The balance sheet

At March 2026 the company had no borrowings; lease liabilities were ₹204.92 million in all (RHP p.76). Cash and cash equivalents were ₹174.69 million, other bank balances ₹31.50 million and current investments ₹311.87 million (RHP p.76). Goodwill was ₹1,965.05 million and other intangibles ₹364.11 million, together 40.5% of the ₹5,752.80 million of total assets (our arithmetic, RHP p.76). Equity attributable to the owners of the parent was ₹1,020.81 million, down from ₹1,263.32 million a year earlier, and total equity ₹2,603.51 million including ₹1,582.70 million of non-controlling interests (RHP p.76).

Contingent liabilities were ₹0.72 million, claims by end customers over delivery issues pending in consumer forums (RHP p.80).

After the issue: the fresh issue of ₹2,870.00 million before expenses is more than twice the equity attributable to the owners of the parent at March 2026 (our arithmetic, RHP p.76, RHP p.144). None of it repays debt, because there is none.

08What the money is for

Source: RHP p.144, RHP p.145; the percentages are our arithmetic. Marketing is scheduled ₹400.00 million in Fiscal 2027, ₹550.00 million in Fiscal 2028 and ₹370.00 million in Fiscal 2029, and technology ₹100.00 million, ₹200.00 million and ₹200.00 million (RHP p.145). Acquisitions and general corporate purposes together, including the pre-IPO placement proceeds, cannot exceed 35% of gross proceeds, and neither alone more than 25% (RHP p.145). The pre-IPO placement of ₹130.00 million reduced the fresh issue and its proceeds go to general corporate purposes (RHP p.144).

Into the business ₹2,870.00 million, the fresh issue (RHP p.73). To selling shareholders the proceeds of 41,562,500 shares, ₹1,330.00 million at the upper band (our arithmetic, RHP p.73).

09Who is selling

Source: RHP p.74; the last row is our sum of Nexus Opportunity Fund (839,713), Nexus Ventures III (465,599), Rupen Investment and Industries (269,120), Centaurus Trading and Investments (269,120), Misha Kohli (215,280), Laurent Bernard Amouyal (224,786), Radhika Gupta (53,840) and Nalin Luis Moniz (53,840). The offer for sale totals 41,562,500 shares (RHP p.73). Starfish I Pte. Ltd., which holds 140,680,480 shares, is offering about 19.6% of that holding (our arithmetic, RHP p.125, RHP p.74).

10Promoters

The promoters are Kunal Bahl, Rohit Kumar Bansal and Starfish I Pte. Ltd. (RHP p.1). Kunal Bahl holds 56,967,520 shares, 12.19% of the fully diluted capital before the issue, Rohit Kumar Bansal 51,082,720 shares or 10.93%, and Starfish I Pte. Ltd. 140,680,480 shares or 30.11%; B2 Professional Services LLP, in the promoter group, holds 50,776,640 shares or 10.87% (RHP p.125). Promoter and promoter group together hold 299,507,360 shares, 65.90% (RHP p.124).

Promoter economics: in July 2025 Rohit Kumar Bansal bought 1,064,000 shares at ₹4.18 a share from ru-Net South Asia (RHP p.163). Only Starfish I Pte. Ltd. among the promoters is selling in the offer (RHP p.74).

Litigation touching the promoters: six criminal proceedings and three tax proceedings are pending against them, involving ₹77.60 million, and they have brought one criminal proceeding and one material civil matter involving ₹25.15 million; no disciplinary action has been taken by SEBI or the stock exchanges in the last five financial years (RHP p.41).

11Who already owns it

Source: RHP p.125. Further holders of 1% or more are FIH Business Global Pte. Ltd. with 3.73%, Dunearn Investments (Mauritius) Pte Ltd with 2.45% and PI Opportunities Fund I with 1.00% (RHP p.125). The company has 260 shareholders; promoter and promoter group hold 65.90% and the public 34.10% (RHP p.124). At the upper band, promoter and promoter group holding would fall to about 50.0% after the issue (our arithmetic, RHP p.124, RHP p.74).

12What changed just before the IPO

• A pre-IPO placement of 3,611,110 shares at ₹36 each, ₹130.00 million, was allotted on May 25, 2026 to Ajay Kumar Aggarwal and Singularity Growth Opportunities Fund II, and reduced the fresh issue by that amount (RHP p.119, RHP p.144).
• Employee options were exercised in volume: 70,400 shares on April 11, 2025 and 1,833,600 plus 41,664,320 shares on June 25, 2025 (RHP p.163).
• Rohit Kumar Bansal bought 1,064,000 shares at ₹4.18 from ru-Net South Asia in July 2025 (RHP p.163).
• Total equity went from negative ₹1,223.65 million at March 2024 to ₹2,603.51 million at March 2026 (RHP p.76).
• The loss narrowed from ₹1,263.06 million in FY25 to ₹455.06 million in FY26, and the exceptional items of ₹736.05 million in FY25 did not recur (RHP p.77).
• Share-based payment expense rose from ₹91.54 million in FY25 to ₹234.07 million in FY26 (RHP p.78).
• ₹157.60 million of liabilities no longer required was written back in FY26, where there was none in the two years before (RHP p.78).
• Unicommerce's client count went from 3,502 at March 2024 to 8,261 at March 2026 (RHP p.160).
• There has been no change in the statutory auditors in the three preceding years; S.R. Batliboi & Associates LLP are the auditors (RHP p.90, RHP p.89).

13Capacity and expansion

The company manufactures nothing; its capacity is its platform and its logistics partners. Snapdeal served 18,972 pin codes in FY26 and delivered 25.98 million units to 12.16 million annual transacting customers (RHP p.219, RHP p.159). Delivery is entirely through third-party logistics providers, whose vehicles, facilities and staff the company does not control (RHP p.41). The marketplace holds no inventory (RHP p.219).

Unicommerce's scale is measured in transactions processed: an annual run rate of 791.63 million in FY24, 982.61 million in FY25 and 1,155.79 million in FY26, for 3,502, 7,008 and 8,261 clients (RHP p.160).

The issue funds no physical capacity. ₹1,320.00 million goes to marketing and ₹500.00 million to technology infrastructure for the marketplace (RHP p.145).

14Market size and industry structure

As claimed: the prospectus draws its industry data from the 1Lattice report titled "B2C and E-commerce SaaS Opportunities in India" dated July 31, 2026, commissioned and paid for by the company (RHP p.218). On that report, Snapdeal is among the top two pure-play value marketplaces in India by revenue in each of FY24, FY25 and FY26, and among the top nine shopping apps in India by Google Play downloads as of June 30, 2026 (RHP p.219). The same report describes Unicommerce as an operating system for Indian e-commerce businesses (RHP p.220).

The part that is addressable: value-priced lifestyle goods sold online to non-metro shoppers, where 82.22% of Snapdeal's delivered units went in FY26, and e-commerce software sold to brands, sellers and logistics firms (RHP p.220, RHP p.219).

What the company is today: ₹10,931.10 million of net merchandise value and 25.98 million delivered units on the marketplace, and 1,155.79 million annual transactions processed for 8,261 clients in software (RHP p.159, RHP p.160). The prospectus gives its rank among value marketplaces but not its share of Indian e-commerce as a whole.

15Competitive position

Source: RHP p.157, RHP p.158. All three peers are many times the company's size by revenue: Meesho about 25 times, FSN about 20 times and Brainbees about 17 times (our arithmetic, RHP p.157). Two of the three also reported losses for FY26 (RHP p.157). What the company sells on is an asset-light marketplace with no inventory, a value price point, a proprietary technology stack, and the ability to acquire and scale businesses across the e-commerce chain (RHP p.156).

16Peers the company named

Peers named in the offer document: FSN E-Commerce Ventures, Brainbees Solutions and Meesho (RHP p.157).

Source: RHP p.157, RHP p.158; prices are NSE closes of September 17, 2026 (RHP p.157). The prospectus records the highest, lowest and average industry P/E all as 462.50, because only FSN E-Commerce Ventures had positive earnings in FY26 (RHP p.157). Brainbees and Meesho have no P/E for the same reason the company has none. On net asset value per share the three range from ₹5.00 to ₹90.71 against the company's ₹2.21 (RHP p.157, RHP p.158).

17Valuation at the issue price

At the upper band of ₹32, the ₹2,870.00 million fresh issue is about 89,687,500 new shares, added to 454,499,270 existing shares (our arithmetic, RHP p.73, RHP p.144):

Source: RHP p.77, RHP p.157, RHP p.159, RHP p.76; the arithmetic is ours. At the lower band of ₹30 the market capitalisation is ₹16,504.98 million (our arithmetic, RHP p.73). There are no borrowings, so enterprise value is the market capitalisation less ₹206.19 million of cash and bank balances (our arithmetic, RHP p.76). Enterprise value to EBITDA is not computable, because adjusted EBITDA was −₹159.42 million in FY26 (RHP p.159).

Of the three peers the prospectus names, only FSN E-Commerce Ventures had positive FY26 earnings, at 462.50 times on September 17, 2026, so there is no meaningful peer median to price against (RHP p.157). At the upper band the issue is at 3.4 times FY26 revenue; the same multiple for FSN E-Commerce Ventures, Brainbees and Meesho cannot be computed from the prospectus, which does not print their market capitalisations (our arithmetic, RHP p.157). The pre-IPO placement of May 25, 2026 was done at ₹36 a share, above the upper band (RHP p.119).

18Risks, in plain words

The marketplace loses money and is losing it faster: adjusted EBITDA for the marketplace was −₹367.20 million in FY24, −₹480.06 million in FY25 and −₹502.51 million in FY26 (RHP p.159) → the segment the issue is funding has not covered its own costs in any year shown → ₹1,820.00 million of the issue goes into its marketing and technology (RHP p.145).

The take rate is falling: marketplace revenue was 39.9% of net merchandise value in FY24 and 26.9% in FY26 (our arithmetic, RHP p.159) → volume growth is not turning into revenue growth at the same rate → contribution margin fell from ₹1,453.05 million to ₹1,094.72 million over the same period (RHP p.159).

The profitable business is not fully owned: the company holds 26.13% of Unicommerce but consolidates it in full (RHP p.34) → most of the software profit belongs to other shareholders, which is why non-controlling interests took ₹152.74 million in FY26 while the owners bore a ₹607.80 million loss (RHP p.77) → if the right to appoint a majority of the Unicommerce board ended, the revenue and profit would leave the accounts (RHP p.34).

Third-party delivery: every order is delivered by a third-party logistics provider whose operations the company does not control (RHP p.41) → an interruption would delay orders, raise returns and cost revenue → logistics expense was ₹2,403.55 million in FY26, 47.1% of revenue (our arithmetic, RHP p.77).

Losses: the company has reported a loss in each of the three years, ₹512.97 million, ₹1,263.06 million and ₹455.06 million (RHP p.77) → net worth attributable to owners fell from ₹1,263.32 million to ₹1,020.81 million in FY26 (RHP p.76) → return on net worth was −59.54% in FY26 (RHP p.157).

Litigation: three criminal, 12 tax, four statutory and one material civil proceeding are pending against the company, involving ₹611.06 million, and six criminal and three tax proceedings against the promoters, involving ₹77.60 million (RHP p.41) → adverse outcomes would take cash and management time → no provision has been made for any of them (RHP p.41).

Issue-specific: 41,562,500 shares are sold by existing shareholders and those proceeds do not reach the company (RHP p.144), and part of the issue is earmarked for acquisitions that have not been identified (RHP p.145).

19Litigation and regulatory matters

Source: RHP p.41; amounts are as claimed or demanded, to the extent quantifiable, not amounts payable, and no provision has been made for any of them (RHP p.41). The same six criminal and three tax proceedings appear against the directors and against the key managerial personnel, because the individuals overlap (RHP p.41). Nothing is pending against the members of senior management (RHP p.42). No disciplinary action has been taken by SEBI or the stock exchanges against the promoters in the last five financial years (RHP p.41).

20Related-party transactions

The prospectus's summary of related-party transactions covers dealings within the group and with the promoters and their entities (RHP p.86). Among the items it shows, loans including accrued interest of ₹288.09 million in FY24 and ₹226.45 million in FY25 were converted into equity shares of subsidiaries, and ₹79.99 million of subsidiary equity share capital was subscribed in FY26 (RHP p.86). Software expenses paid to Unicommerce by a fellow subsidiary were ₹1.47 million, ₹0.77 million and ₹0.29 million over the three years (RHP p.86). The prospectus does not aggregate related-party transactions into a single total in the pages read.

21What the offer document does not say

The take rate is not stated as such; it can only be derived from net merchandise value and marketplace revenue. Revenue and profit for the consumer brands business are not broken out, so the difference between the two named segments and total revenue is not explained in the pages read. The loss is not split by segment beyond adjusted EBITDA.

The market capitalisations of the three named peers are not printed, so revenue multiples cannot be compared. What the ₹611.06 million of claims against the company concern is summarised only in the litigation chapter. The amount for acquisitions and general corporate purposes and the issue expenses are left blank, and the acquisitions themselves are unidentified.

22Five questions for management

1. Why did the marketplace take rate fall from 39.9% of net merchandise value in FY24 to 26.9% in FY26?
2. What level of net merchandise value would make the marketplace's adjusted EBITDA positive, and by when?
3. How much of the ₹1,320.00 million of marketing spend is expected to be recovered, and over what period, from the customers it acquires?
4. What would happen to reported revenue and profit if the right to appoint a majority of the Unicommerce board ended?
5. Why was the pre-IPO placement of May 2026 priced at ₹36 a share, above the price band set four months later?

24Draft to final: what changed

The promoters are the same three in both documents, and the objects are the same three heads; what moved between them is the split and the amounts (DRHP p.22, RHP p.145).

1Sources and cited facts

This study was read from 1 document the company filed. The 127 figures it cites are listed under the document each came from, with the page and the sentence as printed.