Tag: SEBI

Including Nykaa, six Indian startups have filed their draft prospectus with markets regulator, the Securities and Exchange Board of India (Sebi). Food delivery app Zomato has already made a stellar stock market debut.

Falguni, a banker-turned-entrepreneur, will have – as a promoter of the company – the right to nominate up to “50% of the number of directors on the board as well as nominate at least one such nominee director as member on each statutory or other committee constituted by the board…,” according to the IPO draft papers.

The option of exercising such rights comes at a time when most startup entrepreneurs are often left with less than 10% stake in their ventures by the time they list publicly.

This will be valid as long as Nykaa’s promoters hold more than 25% in the company.

As long as Falguni Nayar, husband Sanjay Nayar – the chairman of private equity major KKR India, the Nayar Family Trust and Sanjay Nayar Family Trust continue to be classified as promoters, they can nominate up to one-third of the board of directors as well as nominate at least one such nominee director as a member on a committee constituted by the board.

Falguni, Sanjay and their children own over 53% stake in Nykaa parent FSN E-commerce Ventures.

Nayar, a source told ET, will retain majority control even after the IPO.

The company will continue to be an inventory-led ecommerce platform as well. Foreign-owned ecommerce platforms are not allowed to have inventory models in the country and have to operate as a marketplace, like Walmart-owned Flipkart and Amazon India.

Further, Nykaa’s promoters will have the right of first refusal when a shareholder with less than 3% stake sells shares.

These rights are an outcome of the majority shareholding Nayar and her family hold as promoters.

“For a majority stakeholder, these broad rights can be accorded as per the laws. However, she is the only founder among the top-tier founders to have such a stake in the firm going into the IPO,” a senior industry executive who has worked with startups on IPO regulations said.

“In addition to the above, Sanjay Nayar and Falguni Nayar, as long as each of them is a director, is not liable to retire by rotation for as long as their total number does not exceed one-third of the total number of directors, excluding independent directors, or such other limit as may be permitted under applicable law,” the draft prospectus added.

Revival in sales
Meanwhile, Nykaa has made a full sales recovery to pre-Covid-19 second wave levels at the end of last month, a person aware of the matter said.

The overall impact on monthly sales was relatively less during the second wave compared to the first.

Last year, Nayar had told ET that being an omni-channel retailer helped it during the Covid-19 outbreak even as online sales recovered faster. She told ET that 85%-90% of its customers were registered in Nykaa database and that it was able to cater to them through hyperlocal, and in some cases by taking orders over the phone as well.

“By the end of last month, sales were back to pre-second wave levels. Overall, the expectation is that this year would be another good year for growth,” the person said.

Nykaa sells several third-party beauty and personal care brands but is also building its own set of private labels across categories.

Its fashion business is now about 20% of overall sales, sources aware of the matter said.

For now, Nykaa’s in-house labels are relatively a smaller vertical.

“Nykaa is seeing recovery across the board but there is a sharp rebound in tier 2 and tier 3 cities. Non-metros seem to be less impacted in terms of consumption for Nykaa users,” this person added.

In the DRHP, Nykaa said sales from tier 2 and tier 3 cities contributed 64% in FY21 compared to 59% in FY20.

It has also cited current draft ecommerce proposals as a risk-factor as the proposals could impact its operations.

Nykaa clocked total revenue of Rs 2,452.6 crore in FY21 compared to Rs 1,777.8 crore in FY20, a growth of 38%.

Its net profit stood at Rs 61.96 crore in FY21 compared to a net loss of Rs 16.34 crore in FY20.

Its gross merchandise value jumped by over 50% to almost Rs 4,046 crore in FY21.