Nykaa
Listing performance
Scheduled dates
Tentative timetable — a past date is not confirmation the step completed
Issue details
- IPO date
- 28 Oct 2021 – 01 Nov 2021
- Listing date
- 10 Nov 2021
- Face value
- ₹1 per share
- Issue price
- ₹1,125 per share
- Lot size
- 12 shares
- Total issue size
- ₹5,350 Cr
- Market cap at offer price
- ₹53,204 Cr
- Promoter holding
- 54.22% → 52.56% pre-issue → post-issue
- ISIN
- INE388Y01029
- Registrar
- MUFG Intime India Pvt.Ltd.
- Lead managers
- BOFA Securities India Ltd.
- Registered office
- 104, Vasan Udyog Bhavan, Sun Mill Compound, Tulsi Pipe Road, Lower Parel, Maharashtra
Reservation and application size
How the issue is split between investor categories, and what each may bid
| Investor category | Shares | % of net | % of total |
|---|---|---|---|
| Anchor investor · within QIB | 2,12,96,397 | — | — |
| Market maker | 0 | — | — |
Application size
Minimum 12 shares per lot, in multiples, at ₹1,125
| Application | Lots | Shares | Amount |
|---|---|---|---|
| Retail (min) | 1 | 12 | ₹13,500 |
| Retail (max) | 14 | 168 | ₹1,89,000 |
| S-HNI (min) | 15 | 180 | ₹2,02,500 |
| S-HNI (max) | 74 | 888 | ₹9,99,000 |
| B-HNI (min) | 75 | 900 | ₹10,12,500 |
Category limits
| Category | Bid size | Cut-off |
|---|---|---|
| Retail (RII) | Up to ₹2 lakh | Yes |
| Small HNI (sNII) | ₹2 lakh – ₹10 lakh | No |
| Big HNI (bNII) | Above ₹10 lakh | No |
| Employee | Up to ₹5 lakh | Yes |
Bidding at cut-off means accepting the final issue price without naming one. Only retail and employee applicants may do so.
Anchor investors
Institutional allocation placed a day before the issue opens, carved out of the QIB portion and locked in after listing.
Valuation and performance
Valuation at offer price
| Metric | Pre-issue | Post-issue |
|---|---|---|
| Market cap | — | ₹53,204 Cr |
About Nykaa
FSN E-Commerce Ventures Limited, operating as Nykaa, is a multi-category e-commerce platform primarily focused on beauty, personal care, and fashion. Founded and led by Promoter and CEO Falguni Nayar, the company operates through digital platforms and physical retail stores. It earns revenue primarily through commission or margins on the sale of third-party brand products and sale of its own branded products. The company has expanded its offerings to include online platforms such as Nykaa Fashion and Nykaa Man, and has made acquisitions including Twenty Dresses (2019), Pipa Bella and Dot & Key (2021) to expand its owned brands portfolio. As of August 31, 2021, the company had a network of 3,055 influencers for marketing support and continues to develop its technology infrastructure to support growth.
Company Analysis
from RHPNykaa is an omni-channel beauty, personal care, and fashion e-commerce platform that operates through online marketplaces (Nykaa Beauty, Nykaa Fashion, Nykaa Man) and physical retail stores.
FSN E-Commerce Ventures Limited, operating as Nykaa, is a multi-category e-commerce platform primarily focused on beauty, personal care, and fashion. Founded and led by Promoter and CEO Falguni Nayar, the company operates through digital platforms and physical retail stores. It earns revenue primarily through commission or margins on the sale of third-party brand products and sale of its own branded products. The company has expanded its offerings to include online platforms such as Nykaa Fashion and Nykaa Man, and has made acquisitions including Twenty Dresses (2019), Pipa Bella and Dot & Key (2021) to expand its owned brands portfolio. As of August 31, 2021, the company had a network of 3,055 influencers for marketing support and continues to develop its technology infrastructure to support growth.
Objects of the Issue
- Expenditure to acquire and retain customers by enhancing the visibility and awareness of our brands ₹2,340.00 million p.60
- Investment in certain of our Subsidiaries, namely, FSN Brands and / or Nykaa Fashion for funding the set-up of new retail stores ₹420 million p.152
- Capital expenditure to be incurred by our Company and investment in certain of our Subsidiaries, namely, Nykaa E-Retail, Nykaa Fashion and FSN Brands for funding the set-up of new warehouses ₹420 million p.158
- Repayment or prepayment, in full or in part, of certain borrowings availed by our Company and one of our Subsidiaries, namely, Nykaa E-Retail ₹1,560 million p.161
- Expenditure to acquire and retain customers by enhancing the visibility and awareness of our brands ₹2,340 million p.164
- General corporate purposes ₹1,269.51 million p.164
- Fresh Issue by the Company ₹6,300 million p.454
Issue Structure
- Total Issue
- 47,575,326 Equity Shares, aggregating to ₹53,497.24 million
- Fresh Issue
- 5,602,666 Equity Shares, aggregating to ₹6,300 million
- Offer for Sale
- 41,972,660 Equity Shares, aggregating to ₹47,197.24 million
- Face Value
- ₹1 each
Business Model
Nykaa earns revenue through: (1) Commission or margins on the sale of products from brand vendors and sellers on its e-commerce platforms; (2) Sale of its owned brand products (which contributed 6.64%, 9.69%, 8.12%, and 7.49% of total GMV in FY2019, FY2020, FY2021, and five months ended August 31, 2021, respectively); (3) Revenue from physical retail stores. The company also engages in contract manufacturing of its owned brand products outsourced to third-party manufacturers.
Business Segments
SWOT Analysis
- • Digitally native, content-led lifestyle retail platform with established brand recognition(p.20)
- • Diversified product portfolio across beauty, personal care, and fashion with owned brands(p.20)
- • Strong revenue growth trajectory with expanding geographic reach(p.48)
- • Omnichannel presence combining online and physical retail(p.49)
- • High online penetration of revenue base(p.49)
- • Decreased reliance on top 3 categories with improving portfolio diversification(p.56)
- • Reduced dependency on key brand vendors over time(p.56)
- • Large influencer network for marketing reach and engagement(p.57)
- • Improved prepaid order proportion indicating increased consumer trust and reduced cash collection risk(p.77)
- • Established leadership in lifestyle consumer platform(p.168)
- • Preferred destination for luxury and prestige products(p.168)
- • Capital efficient, profitable business with strong growth(p.168)
- • Proprietary technology infrastructure(p.168)
- • Founder-led with professional management(p.168)
- • Largest specialty beauty & personal care platform by GMV(p.208)
- • Dominant luxury beauty & personal care player with highest AOV(p.209)
- • Proprietary technology platform enabling multi-vertical scaling(p.211)
- • Founder-led with strong track record of profitable growth(p.211)
- • Strong network effects and self-reinforcing flywheels(p.209)
- • Capital-efficient business model with improving turnover ratios(p.211)
- • Content-first platform with largest influencer network in BPC sector(p.201)
- • Omnichannel leadership with largest multi-brand specialty BPC retail footprint(p.204)
- • Strong consumer retention and loyalty with majority of GMV from repeat customers(p.374)
- • High mobile-first platform with leading mobile app transaction share(p.372)
- • Extensive product assortment across beauty, fashion and lifestyle categories(p.378)
- • Omnichannel retail presence combining online and physical stores(p.372)
- • Growing consumer base with significant increase in annual unique transacting consumers(p.375)
- • Improved marketing efficiency with decreasing marketing spend as percentage of revenue(p.379)
- • Established reward points programme creating customer loyalty and repeat purchases(p.383)
- • Omnichannel business model enabling synergy across multiple fulfillment and sales channels(p.393)
- • Strong revenue growth with 38% YoY increase in FY2021(p.397)
- • Growing customer base with 5.6 million Annual Unique Transaction Consumers in FY2021(p.397)
- • History of incurred losses in prior years affecting profitability(p.50)
- • Contingent liabilities from disputed tax matters and guarantees(p.55)
- • Significant pending litigation against Company, Subsidiaries, and Directors(p.50)
- • Past statutory compliance issues and discrepancies(p.50)
- • Dependence on cost-effective customer acquisition with rising marketing expenses(p.49)
- • Significant concentration in top three product categories despite improvement(p.56)
- • High dependency on key brand vendor relationships that took significant time to develop(p.56)
- • Risk of losing key brand relationships due to factors beyond company control(p.56)
- • Dependence on influencer relationships which may be unstable(p.57)
- • Challenge in retaining existing consumers and maintaining average order value(p.57)
- • Reliance on third-party manufacturers for owned brand products creates operational dependency(p.59)
- • High employee attrition rates affecting business continuity(p.74)
- • Dependence on Promoter and CEO Falguni Nayar for key stakeholder relationships(p.74)
- • Pledged shares of promoter creating refinancing risk(p.83)
- • High dependency on customer acquisition spending(p.164)
- • Significant debt obligations across company and subsidiaries(p.161)
- • Pledged promoter shareholding as collateral(p.147)
- • Management discretion in fund deployment creates execution risk(p.164)
- • High customer acquisition costs impacting profitability(p.213)
- • Dependence on a few delivery company partners(p.219)
- • Inventory management risks with concentrated sourcing(p.205)
- • Concentrated physical store network in limited cities(p.215)
- • Significant accumulated losses in prior periods affecting profitability trajectory(p.362)
- • High inventory holding requirements creating working capital pressure(p.339)
- • Significant lease liabilities and fixed rental commitments restricting operational flexibility(p.341)
- • Dependence on a few major fashion brands affecting revenue concentration(p.350)
- • Unprofitable subsidiary operations requiring capital support(p.359)
- • High dependence on borrowed funds for working capital with ₹2,906.49 million in consolidated borrowings as of August 31, 2021(p.407)
- • Significant restrictive covenants imposed by lenders limiting corporate flexibility(p.409)
- • Rising employee benefits expenses increasing 45% YoY in FY2021(p.398)
- • Substantial marketing and advertising costs consuming significant operating expense(p.396)
- • High freight and logistics expenses driven by order volume growth(p.396)
- • Complex share transfer restrictions and investor approval requirements(p.508)
- • Heavily structured governance with multiple investor veto rights(p.504)
- • Constraints on promoter dilution and capital raising flexibility(p.499)
- • Large and growing addressable market in beauty, personal care, and fashion(p.20)
- • Expansion into Tier 2 and Tier 3 cities with significant growth potential(p.48)
- • Growth of online commerce in India with increasing digital adoption(p.49)
- • Expansion of owned brand products as higher-margin business(p.55)
- • Expansion into Tier 2 and Tier 3 geographies with untapped consumer base(p.60)
- • Continued growth in owned brands portfolio contribution(p.60)
- • Increased online demand during pandemic providing customer acquisition opportunities(p.63)
- • International expansion potential into selective markets(p.67)
- • Expansion into new product categories and business verticals(p.69)
- • Expansion of physical retail store network(p.154)
- • Warehouse and logistics infrastructure scaling(p.158)
- • Brand diversification through owned brands portfolio(p.163)
- • Strategic expansion into new categories and channels(p.164)
- • Debt reduction to improve leverage capacity(p.163)
- • Large TAM with BPC growing 12% CAGR and fashion 18% CAGR to 2025(p.192)
- • Low online penetration headroom vs mature markets(p.195)
- • Expanding Gen Z and Millennial consumer base with 708 million population(p.183)
- • Growing Tier 2+ city aspirational spending on lifestyle products(p.187)
- • Expansion into lifestyle adjacencies and new verticals(p.212)
- • International expansion leveraging India experience and localization expertise(p.213)
- • Expansion of Nykaa Fashion vertical with significant growth momentum(p.375)
- • Acquisition of complementary beauty and fashion brands to expand portfolio(p.361)
- • Increasing average order value through assortment expansion and premium brand onboarding(p.377)
- • Expansion of physical retail footprint with store format optimization(p.372)
- • Growing beauty and personal care market with increasing digital adoption(p.378)
- • Expansion of owned brands portfolio including recent acquisition of Dot & Key in skincare and nutraceuticals(p.406)
- • Growing demand for online shopping in beauty and personal care vertical(p.395)
- • Expansion into multiple product categories and brands through fashion vertical(p.395)
- • Marketplace services revenue growth representing 37.90% increase in FY2021(p.397)
- • IPO pathway and exit liquidity for investors after 6 years(p.512)
- • Anti-dilution protections enabling multiple funding rounds(p.509)
- • Board appointment rights for major investors to influence strategy(p.502)
- • Reserved matters framework enabling investor participation in major decisions(p.508)
- • Evolving regulatory environment creating compliance uncertainty and costs(p.51)
- • Consumer preference changes and rapid fashion/beauty trend shifts(p.55)
- • Intense competition from online and offline retailers(p.48)
- • Vulnerability to brand damage from product quality and reputational risks(p.54)
- • COVID-19 pandemic impact on demand and logistics(p.48)
- • Dependence on third-party digital platforms and search engines for consumer acquisition(p.49)
- • Implementation complexity of new labour codes with gig and platform worker obligations(p.53)
- • Highly competitive e-commerce and retail industry with major well-capitalized competitors(p.61)
- • Competitors may have superior resources, brand recognition and negotiating leverage(p.61)
- • Brands may adopt direct-to-consumer models reducing platform listings(p.59)
- • COVID-19 pandemic continues to disrupt operations and business(p.62)
- • Reduced physical store footfall during COVID-19 restricting revenue(p.62)
- • Macroeconomic slowdown or recession could reduce consumer discretionary spending(p.86)
- • Regulatory risks from evolving e-commerce rules including restrictions on owned brand promotion(p.60)
- • Supply chain disruption risk from third-party couriers(p.77)
- • Foreign exchange fluctuation risks affecting import costs and financial performance(p.86)
- • Inflation in India could increase operating costs and reduce profitability(p.88)
- • Cybersecurity breaches and data protection risks(p.63)
- • Risk of platform downtime affecting order processing and revenue(p.65)
- • Intellectual property infringement risks and litigation costs(p.70)
- • Third-party sellers selling counterfeit or infringing products damaging reputation(p.73)
- • Rising customer acquisition costs due to competition(p.164)
- • Uncertain deployment outcomes and market conditions(p.153)
- • Implementation and execution risks in capex plans(p.160)
- • Dependency on multiple lenders across company and subsidiaries(p.160)
- • Lease-based store and warehouse model creates operational dependencies(p.156)
- • Intense competition from horizontal e-commerce and vertical platforms(p.192)
- • Regulatory changes to e-commerce rules imposing new requirements(p.224)
- • Dependence on delivery infrastructure and courier service availability(p.219)
- • Technology infrastructure and data security breach risks(p.219)
- • FX volatility risk on imported luxury brands(p.210)
- • Regulatory changes to labour laws affecting employee obligations and social security contributions(p.229)
- • Increased environmental compliance obligations and pollution control requirements(p.231)
- • Obligations to manage plastic waste generated by products and operations(p.231)
- • Significant disruption from COVID-19 pandemic affecting both online and offline channels(p.376)
- • Intense competition from larger e-commerce platforms and specialized retailers(p.372)
- • Supply chain disruptions from logistics partners affecting delivery capability(p.380)
- • Regulatory and tax compliance risks including disputed tax assessments(p.349)
- • Dependency on brand relationships and risk of loss of key brand partnerships(p.378)
- • COVID-19 pandemic adversely impacting business operations and consumer demand(p.406)
- • Foreign currency exchange rate fluctuations affecting payables and operating costs(p.404)
- • Product price inflation requiring careful balance between cost absorption and consumer spending(p.404)
- • Interest rate risk from floating rate borrowings affecting financing costs(p.405)
- • Pending litigation including trademark disputes with L'Oreal affecting brand reputation(p.413)
Promoters
| Name | Role | Pre-Issue | Post-Issue |
|---|---|---|---|
| Falguni Nayar | Promoter | — | — |
| Sanjay Nayar Family Trust | Promoter Selling Shareholder | — | — |
| Falguni Nayar Family Trust | Promoter Group | 22.32% | 22.06% |
| Sanjay Nayar Family Trust | Promoter Group | 23.67% | 23.39% |
| Anchit Nayar Family Trust | Promoter Group | 3.07% | 3.04% |
| Adwaita Nayar Family Trust | Promoter Group | 3.07% | 3.04% |
| Sanjay Nayar | Promoter | 25.87% | — |
| Falguni Nayar | Promoter | 22.39% | — |
| Falguni Nayar | Promoter | — | — |
| Falguni Nayar | Promoter | — | — |
| Sanjay Nayar Family Trust | Promoter Selling Shareholder | — | — |
Auto-extracted from the company's RHP using AI, with each fact linked to its source passage (hover any row to see the quote & page). Provided for research only, not investment advice — verify against the official RHP before relying on it.