AceVector Limited IPO

01At a glance

What the company does — three businesses: Snapdeal, an online marketplace for value-priced lifestyle products; Unicommerce, software that sellers and brands use to run e-commerce operations; and Stellaro Brands, which sells its own labels such as Rangita online and offline (DRHP p.22).

Who pays it — sellers on Snapdeal pay commissions and fees; brands and retailers pay Unicommerce for software; shoppers pay Stellaro for its products (DRHP p.22, DRHP p.230).

Why it is raising money — ₹1,250 million for Snapdeal's marketing and promotion, ₹550 million for Snapdeal's technology infrastructure, and the rest for acquisitions and general purposes (DRHP p.23).

How fast it has grown — slowly, then faster: revenue was ₹3,720 million in FY23, ₹3,798 million in FY24 and ₹3,950 million in FY25, then ₹2,444 million in the six months to September 2025 against ₹1,812 million a year earlier (DRHP p.25).

The one thing to understand — the growth is coming mostly from Unicommerce, not Snapdeal. Software revenue rose from ₹901 million in FY23 to ₹1,348 million in FY25 while marketplace revenue fell, and AceVector owns only 26.37% of Unicommerce, consolidating it because it controls the board (DRHP p.56, DRHP p.230).

02The business, in plain words

A marketplace does not own the goods it sells. Sellers list products, shoppers order, and the marketplace takes a commission and fees for payments, advertising and shipping. It makes money when the fees on each order exceed what it spends to bring the shopper in and deliver the parcel.

A value-conscious shopper wants an inexpensive kurta or pair of shoes → finds it on Snapdeal → a seller ships it through a third-party courier → Snapdeal keeps a commission and fees, and the seller keeps the rest.

Unicommerce sells subscription software for inventory, order and warehouse management and courier aggregation (DRHP p.22). Stellaro sells owned brands through Snapdeal and other channels, and has begun opening stores (DRHP p.22, DRHP p.66). Delivery relies entirely on third-party logistics companies (DRHP p.63).

Earnings equation: Marketplace revenue ≈ net merchandise value × take rate. Snapdeal's net merchandise value — goods delivered and not returned — was ₹8,695.55 million in FY25, and marketplace revenue ₹2,498.67 million (DRHP p.55, DRHP p.230).

03Where the money comes from

Source: DRHP p.25, DRHP p.230. Consumer brands make up most of the difference.

Snapdeal's share of revenue fell from 75.14% in FY23 to 58.37% in the six months to September 2025 (DRHP p.27). The document does not name customer concentration; revenue comes from many sellers and software clients.

Source: DRHP p.55.

04The growth record

Source: DRHP p.25.

For the six months to September 2025, revenue was ₹2,444.21 million and the loss ₹224.62 million, against ₹1,811.74 million and ₹1,103.99 million a year earlier (DRHP p.25). The company has had net cash outflows from operating and financing activities in every period shown (DRHP p.27).

05What the growth is made of

Two different stories. Snapdeal's revenue fell 11% from FY23 to FY25 while its merchandise value dipped and recovered; in the six months to September 2025 marketplace revenue rose 22.8% and merchandise value 42.7% (DRHP p.55, DRHP p.230, our arithmetic). Unicommerce grew every year, by 50% from FY23 to FY25 and 69.6% in the latest half (DRHP p.230, our arithmetic).

The loss narrowed sharply in the latest half, from ₹1,103.99 million to ₹224.62 million (DRHP p.25). The document attributes Snapdeal's improvement to operating leverage and unit economics; the pages read do not split the loss by business.

06Earnings quality

Consolidation flatters the group's scale. AceVector owns 26.37% of Unicommerce but consolidates 100% of its revenue and profit line by line, because it has the right to appoint a majority of Unicommerce's board; if that right changes, Unicommerce would drop out of the consolidated accounts (DRHP p.56). Most of Unicommerce's profit belongs to its other shareholders.

The auditors reported an emphasis of matter for FY25 and for the six months to September 2024, and modifications on legal and regulatory requirements including daily backup of books of account, where logs were missing after a server migration (DRHP p.59, DRHP p.60).

07The balance sheet

Source: DRHP p.25.

Net worth was negative at March 2024 and turned positive during FY25 despite a loss that year (DRHP p.25); the capital-structure chapter has the transactions behind it. The group has almost no debt. Contingent liabilities are small — claims not acknowledged as debts of ₹0.82 million among them (DRHP p.28).

08What the money is for

Source: DRHP p.22, DRHP p.23.

Acquisitions and general purposes together may not exceed 35% of the fresh issue, and each may not exceed 25% (DRHP p.23). A pre-IPO placement of up to ₹600 million may reduce the fresh issue (DRHP p.22).

09Who is selling

Source: DRHP p.22, DRHP p.23. The Nexus and last rows are our sums.

The offer for sale totals 63,870,763 shares (DRHP p.22). Starfish is offering about 30% of its 140,680,480 shares (DRHP p.24, our arithmetic).

10Promoters

The promoters are Kunal Bahl and Rohit Kumar Bansal, the founders, who are joint managing directors, and Starfish I Pte. Ltd. (DRHP p.1, DRHP p.26). B2 Professional Services LLP is in the promoter group (DRHP p.24).

The Ministry of Corporate Affairs has written to the company and five directors, including both founders (DRHP p.26). Criminal proceedings are pending against the company, the founders and a nominee director (DRHP p.26). One matter counted in the litigation totals was settled: the company paid ₹70 million under a settlement agreement, and a closure report is pending before the Chief Metropolitan Magistrate, Noida (DRHP p.26).

11Who already owns it

Source: DRHP p.24. The Nexus row is our sum of three entities.

Promoters and promoter group hold 65.31% before the offer (DRHP p.24, our arithmetic).

12What changed just before the IPO

• Net worth — from negative ₹1,291.60 million to positive ₹1,385.57 million during FY25 (DRHP p.25).
• Share issues — shares were issued in the year before the filing at prices the document says may be below the offer price (DRHP p.65).
• Board and filing — the offer was approved by the board on 27 May 2025 and by shareholders on 20 June 2025 (DRHP p.22).

13Capacity and expansion

A marketplace has no plants. The planned spending is ₹1,250 million on marketing and ₹550 million on cloud and technology for Snapdeal (DRHP p.23). Stellaro plans new stores and brands, which the document lists as a risk (DRHP p.66). Acquisitions have been part of the history — Unicommerce bought Shipway and Convertway (DRHP p.230).

14Market size and industry structure

The 1Lattice report cited in the offer document puts Indian e-commerce at $95.8 billion in FY25 and forecasts $234.4 billion by FY30, with online shoppers rising from about 300 million to 700 million (DRHP p.22). It forecasts value lifestyle e-commerce to triple to $75.3 billion and e-commerce enablement software to grow about 31% a year (DRHP p.22). Those forecasts are 1Lattice's, and newboard has not tested them.

15Competitive position

What the document claims, and what it rests on:

• A leading value-focused marketplace, purpose-built for value shoppers (DRHP p.168).
• An ecosystem in which Snapdeal uses Unicommerce's inventory and courier tools (DRHP p.22).
• Improving unit economics with operating leverage (DRHP p.168).

Against that: the document calls the industry highly competitive (DRHP p.52), and Snapdeal does not control seller pricing or delivery (DRHP p.63, DRHP p.71).

16Peers the company named

The only listed peer named is FSN E-Commerce Ventures, with a P/E of 1,178.96 on FY25 earnings (DRHP p.169). AceVector made losses in every year shown, so earnings per share were negative — ₹3.04 a share for FY25 — and no P/E can be calculated for it even after a price band is set (DRHP p.168).

17Risks, in plain words

• Losses. The group has lost money in every period shown (DRHP p.48).
• Unicommerce control. A 26.37% stake is consolidated as a subsidiary; losing board control would remove it from the accounts (DRHP p.56).
• Competition. Larger marketplaces compete for the same shoppers and sellers (DRHP p.52).
• Dependence on others. Couriers, app stores, search engines and social media carry the business (DRHP p.60, DRHP p.63, DRHP p.73).
• Cash on delivery and returns. Payment risk and refund policies weigh on results (DRHP p.72, DRHP p.74).
• Record-keeping. Some historical corporate records cannot be traced, and statutory dues were paid late at times (DRHP p.68, DRHP p.69).

18Litigation and regulatory matters

Source: DRHP p.26.

The company is also party to 82 consumer complaints, one of which names the founders (DRHP p.27). U.S. tax demands relating to a former subsidiary, Snapdeal Inc., are excluded from the count (DRHP p.26).

19Related-party transactions

The document summarises related-party transactions for all periods (DRHP p.29); the sections read show no large trading relationship with promoter entities. The central related-party question is Unicommerce itself — a company in which AceVector holds 26.37% and whose tools Snapdeal uses (DRHP p.22, DRHP p.56).

20What the offer document does not say

In the sections read for this study, the document does not give:

• Profit or loss by business, so Snapdeal's own result is not visible here.
• What share of Unicommerce's profit belongs to AceVector's shareholders.
• What the Ministry of Corporate Affairs letter concerns, in the sections read.
• Figures after September 2025, as this filing predates the March 2026 accounts.
• The price band, lot size or issue dates, which is normal at this stage.

21Five questions for management

1. What was Snapdeal's own loss in FY25 and in the six months to September 2025?
2. How much of the group's loss attributable to AceVector shareholders comes from Unicommerce after minority interests?
3. What does the Ministry of Corporate Affairs letter concern, and is any penalty expected?
4. Why did net merchandise value fall in FY24 and rise 43% in the latest half?
5. How does the company intend to keep board control of Unicommerce with a 26.37% stake?

1Sources and cited facts

This study was read from 1 document the company filed. The 39 figures it cites are listed under the document each came from, with the page and the sentence as printed.