Shiprocket Limited

The section provides an overview of the Indian macroeconomic landscape, highlighting India's projected GDP growth and its position as a major global economy. It details the drivers of consumption, including the expansion of the middle class, rising incomes, and rapid urbanization, which are pushing demand towards convenience-led consumption. Furthermore, the text discusses the role of the internet in driving consumption, noting factors like low data costs and improved digital infrastructure. The domestic retail market is also analyzed, showing significant growth potential, particularly in tier 2+ cities, and the increasing importance of MSMEs in this ecosystem.

The Indian retail sector is experiencing significant transformation, driven by factors like rising disposable incomes and the growing popularity of online channels. Online retail is projected to see substantial growth, with its share increasing over time, and the market shows significant headroom compared to global benchmarks. The sector is also seeing innovation in various business models, including the rise of direct commerce and the adoption of digital tools by Micro, Small, and Medium Enterprises (MSMEs). Offline retail remains a large segment, but it is integrating digital elements like hyperlocal fulfillment. Furthermore, MSMEs are leveraging social media to engage customers and drive sales with low-cost, accessible tools.

The online retail sector relies on a complex, tech-driven ecosystem where MSMEs need digital tools across the entire value chain, from customer acquisition to post-sale engagement. Challenges for MSMEs include the need for tailored marketing, conversion tools, and fulfillment infrastructure, often requiring third-party services. While payment platforms offer plug-and-play checkout solutions, MSMEs also face issues with integration complexity and limited payment options. Furthermore, access to flexible financing is crucial for scaling, as traditional credit avenues often fall short. E-commerce enablement platforms aim to solve these issues by stitching services together, offering integrated solutions that provide operational transparency and help MSMEs achieve sustainable growth.

The document outlines the significant market opportunity for new age end-to-end horizontal e-commerce enablement platforms in India, estimating a total market size of ₹10-11 trillion (US$116-126 billion) by CY 2025. This market is segmented across various commerce types, including online, offline, and cross-border merchandise retail, each presenting distinct opportunities for these platforms. The market is further broken down into key service offerings such as order fulfilment and various supporting services. Furthermore, the text discusses the need for improvements in B2B logistics to unlock MSME growth and compares the evolution of e-commerce platforms globally and in India.

Shiprocket is an end-to-end, merchant-first, and API-led technology platform designed to facilitate e-commerce transactions for Indian MSMEs and Large Retailers. The platform simplifies logistics, checkout, payments, fulfilment, and cross-border trade, allowing merchants to sell online and offline efficiently. The business is divided into a Core Business, which includes a domestic shipping platform and shipping apps, and an Emerging Business, which focuses on new market creation and solving early-stage order journey challenges.

The platform offers a suite of technology solutions to streamline e-commerce transactions by focusing on logistics, order fulfillment, returns management, conversion rate improvement, and checkout experience. The business provides Merchants with access to an intuitive platform and an ecosystem of over 250 partners to efficiently grow their operations. The company operates on an asset-light model, leveraging a scalable technology platform supplemented by an extensive network of ecosystem partners. The product offerings address structural challenges faced by MSMEs in the online retail sector, particularly concerning shipping bottlenecks and fragmented services.

The company derives its revenue primarily from the sale of merchant solutions across its Core and Emerging Business Segments. Revenue is linked to merchant usage, measured by parameters like unique transactions or GMV processed. The Core Business offers various products such as a Domestic Shipping Platform and several Shipping Apps, while the Emerging Business segment provides services like Cargo and fulfilment, Cross-border solutions, and Ads and marketing tools. The company operates in a market poised for growth, particularly in the B2C e-commerce enablement space in India.

The provided text details various financial metrics, competitive strengths, and operational aspects of the company's business model. The Core Business is highlighted as profitable and scalable due to its platform-based structure, allowing for efficient scaling and cost optimization. The company leverages its technology infrastructure to offer flexible solutions, such as new shipping modes, without requiring significant physical infrastructure. Furthermore, the platform benefits from network effects, where increased transactions and merchant base provide valuable data insights for merchants and enable the development of AI-driven features. The company also emphasizes its ability to work with various logistics partners and introduce new services like same-day delivery and Buy Now Pay Later (BNPL) options.

The company provides various services to merchants, covering aspects such as commercial terms, service scope, data handling, and dispute resolution. The company has a diverse merchant base, including top merchants contributing significant revenue share, and the platform offers logistics infrastructure to help merchants scale. The platform supports various product categories and features like remarketing, reverse logistics, and fraud protection. The company emphasizes a trust layer between merchants and ecosystem partners to resolve operational challenges and ensures compensation for operational failures. Furthermore, the company utilizes AI and machine learning for operational efficiency and predictive analytics.

The company shows significant growth in transaction volume and platform stickiness, with sustained activity across different merchant profiles. The business involves various offerings, including Core Business and Emerging Business, which together account for the total transaction mix. The company has established partnerships with brands like Blackberrys and Studd Muffyn to enhance their online presence and logistics. Future plans include expanding domestic shipping, penetrating Tier 2 and Tier 3 cities, and scaling partnerships with merchant-focused organizations. Furthermore, the company is focused on continuous product development, integrating new technologies like AI, and expanding its ecosystem to provide comprehensive solutions for merchants.

The company leverages data intelligence to address various use cases such as identity verification, address enrichment, RTO prediction, and consumer behavior analysis for new businesses. They are committed to using AI, including generative AI bots, to enhance operational efficiency across various touchpoints through voice and text communication. The core business revolves around an e-commerce enablement platform that digitizes and streamlines the entire transaction for merchants, covering aspects like checkout, logistics, order fulfillment, and data analysis. The platform is designed to offer flexible solutions to merchants of varying sizes across diverse product categories.

The company focuses its emerging business on creating new markets and solving challenges in the early stages of the e-commerce order journey and underserved segments. Key offerings include cargo and fulfilment services, a cross-border platform, advertising and marketing solutions, and various other merchant solutions. Revenue from the Emerging Business showed significant growth, increasing by 65.21% in Fiscal 2026 compared to Fiscal 2025. The business relies on a comprehensive ecosystem of partners, including logistics providers, communication platforms, payment gateways, and various software integrations to provide end-to-end support to merchants.

The issuer offers various AI-powered tools and analytics solutions within the e-commerce ecosystem, including risk prediction, product categorization, and market trend analysis. Key products include RTO Score for predicting incidents, a platform for automatic product categorization using machine learning, and Shiprocket Trends for providing localized e-commerce insights. The company utilizes an API platform called Sense to leverage e-commerce intelligence across different industries. The core technology infrastructure is a multi-tenant, cloud-based system built on a microservices architecture, designed for scalability and reliability. The company maintains a large team of employees and has established processes for grievance redressal and marketing strategies focused on building seller trust through data and content.

The section details various legal and regulatory frameworks applicable to the company's operations in India. It covers regulations concerning shops and establishments, the Food Safety and Standards Act, 2006, and the Information Technology Act, 2000, which governs electronic transactions and data protection. Furthermore, it discusses the Digital Personal Data Protection Act, 2023 (DPDP Act), which mandates lawful processing of personal data, including obtaining consent. The text also outlines rules related to foreign investment under the Foreign Exchange Management Act, 1999 (FEMA), and various tax laws, including the Income-tax Act, Central Goods and Services Tax Act, and Customs Act. Finally, it lists labour law legislations that regulate the employment of workers.

This section primarily lists various Indian laws and regulations that govern the company's operations and business conduct. It details compliance requirements related to various acts such as those concerning labor, consumer protection, weights and measures, trade marks, and competition. The text also mentions that the company is governed by the Companies Act and related rules, along with other laws imposed by Central and State Governments.

The company's history began with its incorporation as ‘Bigfoot Retail Solutions Private Limited’ on September 28, 2011, in New Delhi. The company underwent several name and conversion changes, including a change to ‘Shiprocket Private Limited’ on June 12, 2024, and subsequently to ‘Shiprocket Limited’ on January 18, 2025. The company was converted to a public limited company, and further name changes occurred on various dates. The company's Memorandum of Association has seen numerous amendments related to the objects and authorized capital over the years, with specific changes noted in 2021, 2022, 2024, and 2025.

The company has a history marked by several significant re-branding efforts and acquisitions over several years. Key milestones include the incorporation of the company, subsequent re-branding to 'Kraftly' and then 'Shiprocket', and the acquisition of Pickrr and Shiprocket Omuni. The company has also undergone a demerger scheme with Glaucus, and various awards have been recognized by industry bodies. The company currently has six direct subsidiaries, one step-down subsidiary, and one associate company.

The section details the corporate structure and shareholding patterns of various entities related to the company. It outlines the relationship of Shiprocket USA as a wholly owned subsidiary, provides incorporation and business details for Logitrust Freight Services Private Limited and Shiprocket Dubai, and describes the capital structure for each. Furthermore, it details the shareholding patterns for Logitrust Freight, Shiprocket Dubai, and Logibricks Technologies Private Limited, including the ownership proportion in Logibricks. The text also extensively covers various agreements and waivers entered into with shareholders and other parties, including provisions related to the Offer, the filing of the Draft Red Herring Prospectus (DRHP), and the termination of certain rights.

The company is identified as Shiprocket Limited, a public limited company incorporated under the Companies Act, 1956. Its registered office is located at Plot No. B, Khasra No. 360, Sultanpur, New Delhi – 110 030, India. The definitions section details various terms related to the company, including its directors, key managerial personnel, and various share classes. The document also outlines terms related to the offer process, such as allotment, anchor investors, and various application methods.

This section defines various terms related to the bidding and offer process under the Draft Red Herring Prospectus. It details different types of bidders, including ASBA Bidders, Anchor Investors, Retail Individual Bidders (RIBs), Qualified Institutional Buyers (QIBs), and Eligible Employees. It specifies various financial and procedural terms such as Bid Amount, Cut-off Price, Price Band, and the various portions of the offer, including the Employee Reservation Portion and the Retail Portion. It also outlines the roles and responsibilities of various intermediaries, such as Book Running Lead Managers (BRLMs), Depositories, and various banks.

This section details various definitions related to the offering, including procedures for applications, definitions of various parties involved, and technical terms. It specifies that applications through UPI must be made via mobile applications listed on the SEBI website. It defines terms such as Share Escrow Agent, Sponsor Banks, and various syndicate/underwriting members. Furthermore, it outlines requirements for UPI Bidders and lists various technical and business-related metrics.

This section primarily defines various Key Performance Indicators (KPIs) and financial terms used in the offering documents. It details metrics such as different types of Adjusted EBITDA, various Customer Acquisition Costs (CAC), Contribution Margins, and metrics related to merchant and consumer engagement. It also defines terms related to merchants, consumers, revenue, employee counts, and operational aspects of the business.

This section primarily lists various regulatory acts and circulars relevant to securities and financial markets. It also defines conventions regarding the geographical references used in the prospectus, such as India, the U.S., and the UAE. Furthermore, it details conventions for financial data presentation, including the company's financial year definition and the standards used for financial information, noting differences between various accounting principles.

This section outlines various regulatory notices, risk factors, and forward-looking statements related to the prospectus. It details conditions for offers to the public in the United Kingdom and specifies that certain securities have undergone a product approval process. The text also discusses various risks, including potential losses due to revenue growth challenges, issues with acquisitions, reliance on third-party partners, and exposure to economic and political uncertainties. It further clarifies that financial information is derived from restated consolidated financial information and that certain industry data comes from a commissioned report.

The provided text discusses various financial results, risks, and plans related to the company's operations and future strategy. It details past losses attributed to business integrations and acquisitions, the ongoing need for investment in expanding operations, and the risks associated with acquisitions, including potential impairment charges. The company also outlines its reliance on external factors, such as merchant sales and web traffic, and the challenges in growing its cross-border business due to limited international experience. Furthermore, it details the intended use of net proceeds from the fresh issue for various investments and funding purposes.

The provided text discusses various risks related to foreign market regulations, dependence on logistics partners, competition, and financial stability. It details potential adverse effects from changes in local laws, issues with logistics partners prioritizing competitors, and challenges in expanding into new business verticals. Furthermore, the text highlights risks associated with the growth trajectory of the e-commerce market, the difficulty in securing funding for inorganic growth, and potential issues arising from outstanding legal proceedings. The company also notes risks related to the integration of AI and machine learning technologies into its platform.

The text discusses various risks related to AI and ML technologies, including data quality, potential litigation, and the need to address technical, legal, and ethical issues. It details the company's revenue breakdown, noting that the Core Business is the key revenue contributor. The text also covers risks associated with delays in paying statutory dues and potential penalties. Furthermore, it outlines risks related to lease renewals and rent increases for corporate and regional offices. The company is exposed to credit risks through providing first-loss default guarantees to merchants, and there is no assurance that such programs will achieve expected benefits. Finally, the text covers risks related to investment fair value changes and the ability to attract and retain merchants.

The text discusses several risks related to the company's operations, including dependency on third-party vendors, potential disruptions from technological changes, and issues with corporate filings. It highlights reliance on various partners for essential services like logistics, payment processing, and cloud infrastructure, noting that disruptions from these vendors could negatively impact business operations. Furthermore, the text addresses risks associated with the evolution of third-party applications and the potential for competitors to disrupt the platform. The company also expresses concerns about the ability to innovate and keep pace with technological developments, and the potential for issues with software errors or security breaches. Finally, there are concerns regarding the retention of key managerial personnel and the potential for merchant turnover to affect revenue.

This section outlines several risks concerning the company's operations, including the need to manage employee hiring and retention, the vulnerability of the brand reputation to negative publicity, and the potential for issues arising from merchant payments and logistics. Risks also include potential liabilities from lost or damaged packages, issues with fraudulent transactions, and risks associated with the market evolution, open-source software usage, pricing strategy, and intellectual property disputes. The text details various potential negative impacts on the business, financial condition, cash flows, and operations.

The provided text discusses various risks related to intellectual property, capital requirements, internal controls, data privacy compliance, financing arrangements, and insurance coverage. It details potential issues such as unauthorized use of intellectual property, the difficulty in securing future funding, and the potential for internal control weaknesses to lead to errors or fraud. Furthermore, the company faces risks associated with collecting and processing personal data under various laws, including those in India and the EU, and the uncertainty surrounding the interpretation and application of these laws. The text also covers risks related to contractual obligations, related party transactions, labor issues, and the sufficiency of insurance policies to cover business risks.

The provided text discusses various risks related to the company's operations, financial condition, and prospects. Risks include potential contingent liabilities, seasonal fluctuations in revenues due to product demand, and the impact of changes in laws and regulations. The text also covers risks associated with online marketing, changes in tax laws, and macroeconomic conditions in India. Furthermore, it addresses risks related to natural disasters, political instability, and differences between Indian accounting standards and international standards.

The section discusses various risks related to the company's business and the equity shares, including dependency on India's credit ratings and foreign exchange regulations. It highlights potential adverse impacts from changes in tax or fiscal policy on financing ability, restrictions on foreign investment, and exchange controls on borrowing in foreign currencies. Furthermore, the text addresses risks associated with inflation, the reliability of telecommunication and internet infrastructure, and potential surveillance measures imposed by stock exchanges. Finally, it covers risks related to the listing process, the potential for price volatility, and tax implications on capital gains.

The text discusses various risks related to the company's equity shares and market conditions. Risks include the potential dilution of shareholder investment from future issuances or sales, the possibility of securities being issued at prices below the offer price, and the issuance of convertible debt. Furthermore, the text addresses uncertainties regarding the timely listing and trading of equity shares on exchanges, the potential for third parties to prevent control changes due to anti-takeover provisions, and the risk of adverse U.S. federal income tax consequences for U.S. investors if the company is classified as a Passive Foreign Investment Company (PFIC). Finally, the market price of the equity shares is noted as volatile, influenced by various market factors, operational results, industry research, and other external events.

The offering details involve a total of 16,67,61,566 equity shares with a face value of ₹10 each, aggregating to ₹1,617.49 Crore. This total includes a Fresh Issue, an Offer for Sale, and an Employee Reservation Portion. The Net Offer amounts to 16,66,47,930 equity shares aggregating to ₹1,616.49 Crore. The Net Offer is further broken down into QIB and Non-Institutional portions, with specific allocations reserved for different investor categories.

This section provides a summary of the company's financial performance, including profit and loss and cash flow statements for fiscal years 2026, 2025, and 2024. The profit and loss data shows various income and expense components, resulting in restated losses before and after tax, along with other comprehensive income items. The cash flow details include operating, investing, and financing activities, detailing cash movements related to operations, asset purchases, and borrowings.

This section details the authorized and issued share capital structure of the company as of the date of the Prospectus. It outlines the breakdown of equity shares, preference shares, and various classes of Compulsorily Convertible Preference Shares (CCPS). Furthermore, it provides a history of equity share allotments and buybacks over several years, showing transactions involving various shareholders and investment funds. The data also includes details regarding the offer process, including fresh issues and offers for sale by selling shareholders.

This section details various allotments and buybacks of equity shares, including different series and types of consideration. The data shows transactions involving numerous entities such as investment firms, funds, and private limited companies. Specific allotments are noted with details on the number of shares, face value, and issue price. Furthermore, there is information regarding the conversion of various classes of Compulsorily Convertible Preference Shares (CCPS) into equity shares, with details on conversion ratios and the resulting number of equity shares.

This section details various allotments and conversions related to different classes of CCPS, including Series B1, Series C1, Series C2, and Series D1. The data includes different dates for allotments, the number of CCPS allotted, the face value per CCPS, and the resulting number of equity shares allotted post-conversion. Several different entities, including various funds, private placements, and individuals, were involved in these allotments. The conversion ratios vary, such as 266:1 and 1:1, and the issue prices differ significantly across these transactions.

This section details various allotments and conversions of CCPS over different dates, including different series and conversion ratios. It shows transactions involving various entities such as LR India Fund I, MCP3 SPV LLC, and others. Furthermore, it includes a section on secondary transfers by selling shareholders, detailing the transfer of different classes of securities by various individuals and entities.

This section details various transactions involving the transfer of equity shares, including Employee Stock Option Plans (ESOPs), and various allotments of equity shares pursuant to different schemes. It also outlines provisions regarding the lock-in period for pre-offer equity shares and details the shareholding of the company's directors, Key Managerial Personnel, and Senior Management Personnel. The text also mentions the issuance of bonus equity shares to shareholders and the adjustment of conversion ratios for ESOPs.

This section details the shareholding of key promoters, including Saahil Goel, Gautam Kapoor, and Vishesh Khurana, providing various metrics related to vested ESOPs and equity shares. It also presents a shareholding pattern of the company as of the prospectus filing date, categorized by promoter and public shareholders. Furthermore, the text outlines the details of the company's Employee Stock Option Plans (ESOPs), including the structure and various option counts.

This section details various aspects of employee stock option schemes, including data from different fiscal years and specific details related to ESOP 2024. It covers metrics such as options outstanding, granted, vested, and exercised, along with employee-wise details of grants. Furthermore, it discusses adjustments made due to the issuance of bonus equity shares and the framework under which the options were approved. The section also outlines methodologies for valuing options using different models and clarifies the intention of key personnel regarding the sale of allotted equity shares.

The section details various restrictions and conditions related to the company's capital structure and share issuance activities. It states that there are no partly paid-up equity shares as of the Red Herring Prospectus date, and all issued shares will be fully paid up at allotment. Furthermore, it outlines restrictions on buy-back arrangements and future equity share issues, except for certain specified issuance types. The company also restricts altering its capital structure for a period following the Bid/Offer Opening Date, with exceptions for a Fresh Issue or the exercise of employee stock options.

The Offer for Sale involves the sale of 7,54,62,363 Equity Shares with a face value of ₹ 10 each, aggregating to ₹731.99 Crore by various Selling Shareholders. The Fresh Issue involves gross proceeds of ₹885.50 Crore, which, after deducting expenses of ₹60.50 Crore, results in net proceeds of ₹825.00 Crore. The company intends to utilize these net proceeds for various purposes, including investment in platform growth, debt repayment, and funding inorganic growth through acquisitions. The deployment schedule details how these funds are proposed to be utilized across different fiscal years.

The company's marketing and sales promotion expenditures across the last three fiscal years show a trend of optimization following the integration of Pickrr in Fiscal 2024, which led to cost consolidation and efficiency gains. The marketing spend is broken down into core business and emerging business components, with specific allocations for performance and digital marketing, and brand marketing, which are analyzed against the company's revenue from operations. The company plans to scale partnerships, such as with cooperatives and rural distribution networks, to expand its e-commerce enablement offerings into less-connected regions. Furthermore, they intend to leverage merchant communities through referral and affiliate programs to create organic acquisition loops.

The company details various marketing and engagement activities across print media, radio, television, trade shows, and partnerships to drive market penetration. These activities include creating tailored content, leveraging industry events, and establishing merchant incentive programs. The company plans to deploy net proceeds towards several key areas, including marketing expenses for both core and emerging businesses, as well as recruitment for marketing, sales, and support personnel. Quotations were obtained from service providers for developing targeted marketing assets and unified marketing approaches.

The company plans to hire personnel across various designations and grades, with associated salary projections spanning Fiscal Years 2027 to 2029. The proposed financing from net proceeds is allocated to cover salaries for these new hires, which are intended to support business development and merchant identification. Furthermore, the company intends to utilize a significant portion of the net proceeds for investment in technology infrastructure and capabilities to support both its Core and Emerging Businesses.

The company plans to utilize net proceeds for significant investments across its Core and Emerging Businesses, primarily focused on expanding server and communication infrastructure. These investments are intended to support growth in both segments, including funding for technology services, personnel recruitment, and further enhancement of the platform's capabilities. The company is seeking to partner with technology providers to upgrade infrastructure, including cloud services and AI/ML workloads, to unlock growth potential and maximize revenue from its emerging business.

The section details the proposed hiring plan for the Emerging Business, which includes designations for Engineers and Product Managers, along with the estimated salary costs across different fiscal years. Furthermore, the document outlines various proposed uses of the net proceeds, including repayment of borrowings, funding for inorganic growth through acquisitions, and general corporate purposes. Specific details are provided regarding the nature and rationale behind past acquisitions and the criteria used to evaluate potential future acquisitions.

The section discusses the deployment of funds, noting that investments may be made directly or through subsidiaries using various instruments like equity, debt, or other means. It details that acquisitions might involve the transfer of assets or technology, or the creation of joint ventures, including the pursuit of minority stakes or majority control for inorganic growth. Funds allocated for acquisitions might not cover the full value of the target, requiring supplementary funding from general corporate purposes or internal accruals. Furthermore, the text outlines various offer-related expenses and specifies that the quantum of funds for general corporate purposes is capped at 25% of the Gross Proceeds.

This section details the comparison of the company's accounting ratios with a listed industry peer, Unicommerce Esolutions Limited, across various financial metrics. It also outlines the Key Performance Indicators (KPIs) the company uses to analyze and monitor its financial and operational performance. The KPIs are intended as a supplemental measure to review financial performance, though they have limitations and should not be considered in isolation from the Restated Consolidated Financial Information.

This section primarily details the financial performance metrics of the company across fiscal years, including revenue, loss, contribution margins, and EBITDA figures for both core and emerging businesses. It also provides various metrics related to merchant count, customer acquisition costs (CAC), and the number of end consumers served. Furthermore, the text discusses the process for determining the offer price and mentions special tax benefits available to the company and its shareholders under various provisions of the Income-tax Act.

The provided text details various deductions and benefits available under the Income-tax Act, 2025, concerning specific business expenditures and inter-corporate dividends. It outlines provisions for deductions related to skill development, employment of new employees, and various provisions regarding loss set-offs. Furthermore, the text discusses rules for inter-corporate dividends and public issue expenses, including provisions for amortization of expenditure for mergers and demergers. The section also covers special tax benefits under the GST Act, 2017, such as zero-rated benefits on export of services and reduced GST rates for certain goods.

The provided text primarily discusses the limitations of the statement regarding tax consequences outside of India for investments in the company's shares. It clarifies that the information provided is based solely on the GST Law benefit basis of the Company's information and does not cover direct tax law benefits or benefits under any other law. Furthermore, the views expressed in the statement are based on existing provisions and interpretations of the law, which are subject to change, and the company assumes no responsibility for updating these views to reflect any changes.

This section details the Independent Auditors’ Examination Report on the restated consolidated summary statements of Shiprocket Limited for the years ended March 31, 2026, March 31, 2025, and March 31, 2024. The report confirms that the statements were prepared in accordance with various legal and accounting standards. The auditors relied on audited Ind AS consolidated financial statements from the company and its subsidiaries for these periods. The report also addresses the reliance placed on other auditors' examination reports concerning the subsidiaries' financial statements.

This section presents the financial statements of Shiprocket Limited for the years ended March 31, 2026, 2025, and 2024, including a summary of assets, liabilities, and cash flows. The balance sheet shows significant changes in non-current assets, current assets, and total liabilities over the three-year period. The profit and loss statement details revenue, expenses, and resulting losses before and after tax, along with components of other comprehensive income. The cash flow statement details operating, investing, and financing activities, showing the movement in cash and cash equivalents.

This section provides details on the restated consolidated financial statements, including a summary of cash flows, changes in equity, and various financial line items. The statement of cash flows shows no non-cash investing and financing activities for the years ended March 31, 2026, 2025, and 2024. The statement of changes in equity details various transactions related to equity share capital, including the issuance of bonus shares and the conversion of different types of preference shares into equity shares. The statement also details movements in other equity components such as reserves, retained earnings, and various income and loss items.

This section details the corporate information, accounting policies, and consolidation procedures for Shiprocket Limited and its subsidiaries. It outlines the scope of the restated consolidated Ind AS summary statements, the basis of preparation, and the accounting treatments for various financial items. The text covers aspects such as the definition of control, the process for consolidating subsidiaries, the accounting for business combinations, investment in associates, and the treatment of different asset classes like property, plant and equipment, intangible assets, and leases.

This section details various accounting policies for Shiprocket Limited, covering lease liabilities, contract balances, employee benefits, taxes, deferred taxes, provisions, and share-based payments. It outlines specific recognition criteria for different financial instruments, including how revenue is recognized under contract terms, and the treatment of various liabilities and assets. The policies also cover impairment testing for non-financial assets and the classification of financial assets and liabilities under Ind AS 109.

This section details various accounting policy amendments and restatement adjustments related to the Group's financial statements, primarily concerning Indian Accounting Standards (Ind AS). It covers changes to liability classification, tax reform disclosures, and the impact of foreign exchange rate changes. Furthermore, it presents reconciliation statements for equity and net loss after tax, along with various audit qualifications and other legal/regulatory matters that did not necessitate adjustments to the restated summary statements. The section also includes detailed breakdowns of Property, Plant and Equipment, Intangible Assets, and Cash Generating Units.

This section details various financial statement notes, including assumptions for impairment testing, changes in Right-of-use assets, details of investments, trade receivables, and cash and cash equivalents. It provides historical balances for these items as of March 31, 2024, March 31, 2025, and March 31, 2026, with specific breakdowns for trade receivables and cash balances.

This section details various financial and share capital items for Shiprocket Limited across different reporting periods. It includes figures for loans, financial assets, inventories, income tax assets, other assets, and the breakdown of share capital, including equity and various classes of Compulsorily Convertible Preference shares. The data shows changes in these balances from March 31, 2024, to March 31, 2025, and March 31, 2026.

This section details various terms and rights attached to different classes of Cumulative Compulsorily Convertible Preference Shares (CCCPS) and various equity shares, outlining conversion mechanisms, dividend rights, and liquidation preferences. It also provides historical data on the issuance and conversion of these preference shares over several financial years, including adjustments related to bonus issues and the conversion of these shares into equity. Furthermore, the section includes a summary of various equity and other equity components, such as securities premium, share-based payment reserves, capital redemption reserves, general reserves, and retained earnings, detailing their movements across different reporting dates.

This section details various financial liabilities, provisions, revenue from operations, other income, and costs for Shiprocket Limited across three fiscal years ending March 31, 2026, March 31, 2025, and March 31, 2024. The data includes breakdowns of borrowings, trade payables, contract balances, revenue streams, and expenses related to employee benefits and depreciation. The information is presented in millions of Rupees.

This section details various expense line items for the company across three fiscal years, including Rent, Power and Fuel, Marketing Expenses, and various other operational costs. It also presents financial provisions, such as for doubtful debts, and interest expenses. Furthermore, the section covers exceptional items like statutory impact of new Labour Codes, including provisions for gratuity and other liabilities. It also outlines components of Other Comprehensive Income (OCI) and details regarding the calculation of Restated Earnings Per Share (EPS).

This section provides detailed notes on various financial aspects of Shiprocket Limited, including employee benefits, lease accounting, and share-based payment plans. It outlines employer contributions to provident and pension schemes, details related to defined benefit gratuity plans, and summarizes the carrying amounts and movements for right-of-use assets and lease liabilities. Furthermore, it includes sensitivity analyses for key assumptions and details regarding the contractual maturities of lease liabilities.

This section details various aspects related to employee stock option plans, including the number and weighted average exercise prices of options outstanding, granted, exercised, and lapsed over different years. It also covers information on the fair value estimation of these options using Black-Scholes and Monte Carlo models, along with details on incentive shares and the treatment of share-based payment transactions. Furthermore, the text provides a breakdown of tax expenses, including current tax, deferred tax, and the recognition of various temporary differences and tax losses.

This section details various aspects of related party transactions, outstanding balances, and segment performance for Shiprocket Limited across different financial years. It lists details on equity share capital issuance, employee benefits, share-based payments, and various financial liabilities and receivables. Furthermore, it provides a breakdown of revenue from operations segmented into Core Business and Emerging Business, along with associated costs and other expenses. The text also includes disclosures regarding the concentration of revenue from operations by single customers and geographical information.

This section details the carrying values and fair values of the Group's financial instruments as of March 31, 2026, 2025, and 2024, categorized into assets and liabilities. It also outlines the fair value measurement hierarchy used for financial instruments and discusses the Group's risk management policies concerning market, credit, and liquidity risks. The risk management section covers interest rate risk, foreign currency risk, and equity price risk, along with guidelines for managing trade receivables and concentrations of credit risk.

This section details the capital management structure of Shiprocket Limited, showing changes in borrowings, equity, and net debt over three fiscal years. It also includes disclosures related to acquisitions and business combinations, such as the acquisition of Pickrr Technologies Private Limited and the loss of control in Swiftly Commerce Tech Private Limited. Furthermore, the data presents various financial metrics related to the consolidation of various subsidiaries and foreign subsidiaries.

This section provides statutory information regarding the group's compliance with various regulations, including checks on Benami properties, outstanding balances with struck-off companies, and adherence to certain transaction and funding guidelines. It also details the accounting software used for maintaining books of account across different financial years, noting variations in software usage and audit trail capabilities. Furthermore, the text includes disclaimers regarding the reliance on industry data derived from the Redseer Report and notes that the financial information presented is derived from the Restated Consolidated Financial Information.

The company offers a suite of technology solutions to facilitate e-commerce transactions, including logistics streamlining, order fulfillment, and data insights for merchants. The company provides merchants with access to a merchant website and mobile application, along with an ecosystem of over 250 partners from April 2021 to March 2026. The business operates through a full-responsibility model, taking ownership of transactions from fulfilment to post-order processes. The company utilizes an asset-light business model, relying on a scalable technology platform to drive growth in transaction volumes and revenue.

This section details various performance metrics and operational aspects of the business, including merchant engagement, product introductions, revenue segmentation, and financial performance. The company invests in digital performance and brand marketing to acquire merchants, utilizes training programs, and conducts offline events to facilitate merchant acquisition. The analysis covers cross-sell ratios for Power Merchants, growth in revenue from new product lines like cargo and cross-border trade, and the proportion of merchants onboarded through Core versus Emerging Business segments. Furthermore, the text discusses investments in the Emerging Business, the cost structure of the business segments, and the growth trajectory of revenue from operations.

The company experienced significant changes in expenses and revenues between fiscal years. Total Expenses increased by 23.10% in Fiscal 2026 compared to Fiscal 2025, largely driven by an increase in the Cost of Merchant Solutions. Revenue from Operations grew by 24.02% in Fiscal 2025 compared to Fiscal 2024, driven by higher ARPU and an increase in the number of Power Merchants. Various line items show year-over-year fluctuations, including changes in inventories, employee benefits, finance costs, and depreciation. The company also provided detailed reconciliations for various non-GAAP measures, including EBITDA and Contribution Margins.

This section details various financial metrics, including contribution margins, net worth reconciliation, key financial ratios, cash flow statements, and liquidity/credit risk assessments. It provides comparative data for fiscal years 2026, 2025, and 2024 across several financial statement components.

This section primarily covers various risk factors, accounting policies, and revenue recognition principles within the financial statements. It discusses concerns regarding competition, seasonality, dependence on third-party suppliers, and the impact of post-March 31, 2026 developments on future operations. Furthermore, it details critical accounting policies related to property, plant and equipment, goodwill, intangible assets, leases, and revenue recognition for contracts with customers. It also outlines specific policies for recognizing various financial items such as provisions, contingent liabilities, and employee benefits.

This section details the capitalization structure as of March 31, 2026, showing changes following a proposed offer. It lists the components of borrowings, equity, and total equity, along with the resulting ratio of total borrowings to total equity. Furthermore, the text outlines the dividend policy, stating that no dividends have been paid since incorporation, and discusses the factors the Board considers when deciding on dividend declarations. Finally, it summarizes the financial indebtedness as of July 10, 2026, detailing the sanctioned and outstanding amounts from various lenders.

The section confirms that as of the date of the Prospectus, there are no outstanding criminal proceedings, regulatory actions, tax matters, or civil litigations involving the Company, its subsidiaries, directors, Key Managerial Personnel, or Senior Management Personnel, except as specifically disclosed elsewhere. It also outlines criteria for considering certain disputes as 'material' based on monetary thresholds related to the company's turnover and profit/loss. Furthermore, it details the criteria for identifying material outstanding dues to creditors, including those owed to Micro, Small and Medium Enterprises (MSMEs) and other creditors.

The section primarily discusses the lack of recent material developments affecting the company's operations, profitability, or asset value. It then details various governmental and regulatory approvals, including incorporations, tax, labour, and trade licenses, that the company has obtained for its business activities in India. Furthermore, it lists numerous registrations and approvals related to business operations, along with a section on intellectual property, including registered trademarks and pending trademark applications. Finally, it clarifies the definition of a 'group company' under SEBI ICDR Regulations, concluding that the company currently has no such group companies.

The section details various authorizations related to the offer, including resolutions passed by the Board and the IPO Committee, and confirmations from Selling Shareholders regarding their participation in the Offer for Sale. It also outlines compliance with certain regulations, such as Regulation 8 and 8A of the SEBI ICDR Regulations, concerning the holding period of offered shares. Furthermore, the text discusses eligibility for the offer under SEBI ICDR Regulations, noting that the company did not satisfy certain conditions, and specifies requirements for the allotment of shares to Qualified Institutional Buyers (QIBs).

The section details various restrictions concerning the transfer of Equity Shares, particularly in relation to transactions within and outside the United States. It outlines conditions for such transfers, including compliance with various regulations like Rule 144A and Regulation S of the U.S. Securities Act. Furthermore, it specifies acknowledgments and warranties that purchasers make regarding the prospectus information. The text also includes disclaimers from SEBI and BSE/NSE regarding the approval or correctness of the prospectus content, and clarifies the process for listing and trading of the Equity Shares.

This section details the historical price information for various past issues handled by BofA Securities India Limited and JM Financial Limited, including IPO details, and outlines the mechanisms for investor grievance redressal. It specifies various timelines for dealing with investor complaints, including compensation for delays in unblocking funds, and confirms the company's compliance with various SEBI regulations for investor grievances.

The section details various regulatory and procedural aspects related to the offer, including the governing laws and regulations. It specifies that the equity shares offered are subject to numerous laws and regulations, including the Companies Act, SEBI ICDR Regulations, SCRA, SCRR, and various SEBI, RBI, and governmental guidelines. The offer involves a Fresh Issue and an Offer for Sale by Selling Shareholders. Furthermore, it outlines the terms for dividend payments and the face value, offer price, and price band for the equity shares.

The section details various procedural aspects related to the offer, including bid acceptance timelines, handling of discrepancies in bid data, and conditions for refund in case of non-fulfillment of minimum subscription requirements. It outlines the allocation structure for different bidder categories, including QIBs, Non-Institutional Bidders, and Anchor Investors, specifying various reservation percentages and conditions for allocation. Furthermore, it specifies the mode of bid, the minimum bid lots, and the process for dealing with under-subscription across different portions of the offer.

This section details various procedural requirements and rules governing the bidding process for public issues, including restrictions on the ASBA process and the implementation of the UPI mechanism. It outlines rules regarding joint bids, bid amounts, and the handling of various investor categories such as Anchor Investors, Eligible Employees, FPIs, and different investor segments. Furthermore, it discusses the phased introduction of the UPI mechanism and the requirements for investor grievances and the processing of payment fees for applications.

This section details various rules and requirements concerning the submission and acceptance of bid cum application forms from different categories of investors, including Non-Residents, Eligible Employees, Mutual Funds, FPIs, and various investment funds. It outlines specific procedures for electronic bidding, the handling of various investor types, and restrictions related to investment limits under different regulations like FEMA and SEBI rules. Furthermore, it specifies conditions for FPIs and other investors regarding the percentage of equity share capital they can hold in the company.

This section details various requirements and restrictions concerning the participation of different types of investors in the Offer, including various investor categories such as Limited Liability Partnerships, banking companies, SCSBs, insurance companies, provident funds, and Systemically Important Non-Banking Financial Companies. It outlines specific documentation that must be attached to bid forms, such as registration certificates, and sets out investment limits and exposure norms prescribed by various regulatory bodies like RBI and IRDAI. Furthermore, the text provides extensive guidelines on the process of bidding, including requirements for fund blocking through ASBA accounts, various rules for handling bid revisions, and stipulations regarding the use of UPI mechanisms.

This section details numerous instructions and prohibitions related to the submission of bids and applications, primarily concerning payment methods, documentation integrity, and adherence to various bid categories (like QIBs, Retail Individual Bidders, etc.). It outlines strict rules against using certain payment instruments, submitting incomplete forms, or violating limits on the number of shares or bid amounts. Furthermore, it specifies conditions under which bids might be rejected, such as using incorrect UPI handles or submitting bids after certain closing times, and establishes undertakings from the company and selling shareholders regarding the offer process and utilization of funds.

The section details various regulations concerning foreign investment in Indian securities, primarily governed by the Industrial Policy, 1991, and FEMA. It outlines that foreign investment can occur through automatic or approval routes depending on the sector. Specific amendments have been made requiring prior government approval for certain investments, particularly involving entities from countries sharing a land border with India or where the beneficial owner is a citizen of such a country. Furthermore, it mentions restrictions on the transfer of ownership of existing or future foreign direct investment, and rules regarding the treatment of multilateral banks and funds. The text also discusses the process for obtaining and intimating government approvals for such investments.

This section details various provisions related to the issuance, allotment, and payment of shares and debentures, including provisions concerning options, government involvement, and the company's rights regarding these securities. It covers rules on the conversion of debentures or loans into shares, restrictions on the rights of existing members, and the process for collecting money due on shares, such as calls and interest. Furthermore, it outlines the Board's power to enforce these provisions, including the right to forfeit shares for non-payment.

This section primarily outlines the provisions related to the forfeiture of shares, the rights of the Board concerning such forfeitures, and the transfer and transmission of shares. It details conditions under which shares can be forfeited, the subsequent liability of the former member, and the Board's power to dispose of forfeited shares. Furthermore, the text covers various aspects of share transfers, including the requirements for instruments of transfer, the Board's discretion in refusing to register transfers, and provisions related to the transfer of securities in dematerialized form under the Depositories Act, 1996.

This section outlines various procedural and governance aspects related to the company's general meetings, including annual and extraordinary meetings, notice requirements, quorum, and voting procedures. It details rules for passing resolutions via postal ballot, voting rights of members, proxy appointments, and the appointment and tenure of directors. Furthermore, it covers provisions regarding the appointment of directors, alternate directors, and the mechanism for a debenture trustee to nominate or remove a director under certain regulatory frameworks.

This section primarily outlines the procedural and governance aspects related to the Board of Directors, including director retirement, meeting procedures, and powers of the Board. It details rules for retiring directors, the power to remove directors, the frequency and notice requirements for Board meetings, quorum requirements, and how questions arising at meetings are decided. Furthermore, it covers the delegation of powers, the handling of borrowed funds, the appointment of nominee directors, and various provisions concerning dividends and the treatment of unpaid dividends.

This section primarily outlines various provisions related to the handling of company profits, dividends, and share transfers, including provisions for setting aside reserves, deducting arrears from dividends, and the retention of dividends. It also details procedures for the capitalization of profits and the power of the Board to issue bonus shares through capitalization. Furthermore, the text covers rules regarding the transfer of shares and dividends, the service of legal documents, and restrictions on the inspection of company books by members. Finally, it addresses the winding up of the company, the indemnification of directors and officers, and provisions concerning the lock-in of equity shares in connection with an IPO.

This section details various material contracts and documents that were entered into by the Company, which were attached to the Red Herring Prospectus and made available for inspection. The documents include various agreements related to the Offer, such as offer agreements, registrar agreements, cash escrow agreements, and various agreements with selling shareholders and underwriters. Furthermore, the section lists material documents for the Offer, including the company's Memorandum and Articles of Association, various board and shareholder resolutions, annual reports, and consent letters from various parties. It also includes reports and certificates from external parties, including auditors, consultants, and company secretaries, concerning financial information, tax benefits, key performance indicators, and IT systems.

The section mentions a tripartite agreement signed on February 17, 2025, involving the Company, CDSL, and the Registrar to the Offer. Furthermore, a SEBI final observation letter dated October 31, 2025, is referenced. The declaration confirms that all relevant provisions of the Companies Act and regulations issued by the Government of India or SEBI have been complied with, and that all statements in the Prospectus are true and correct.

The provided section consists entirely of declarations from various directors confirming compliance with relevant provisions of the Companies Act and regulations issued by the Government of India or SEBI. These declarations assert that all statements, disclosures, and undertakings made in the Prospectus are true and correct and in compliance with the Companies Act, SCRA, SCRR, and SEBI Act, as amended. The section includes multiple signed confirmations from different directors.

This section primarily contains declarations from various parties regarding the truthfulness and compliance of the statements made in the Prospectus. Several individuals, including a Director and the Chief Financial Officer, have certified that all relevant provisions of the Companies Act and SEBI regulations have been complied with. Furthermore, different investors have provided declarations confirming the accuracy of their statements in relation to the offered shares, while assuming no responsibility for statements made by others.

This section primarily contains declarations by various investors selling their shares in the offering, confirming the truthfulness of statements made in the Prospectus. The declarations are signed by entities such as LR India Fund I S.a.r.l. SICAV-RAIF, MCP3 SPV LLC, Moore Strategic Ventures, LLC, and Tribe Capital III LLC - Series 1. These confirmations establish that each selling shareholder assumes no responsibility for statements made by others in the document.

This section primarily contains declarations by selling shareholders, Saahil Goel and Vishesh Khurana, confirming the truth and correctness of statements made in the Prospectus concerning their portion of the offered shares. The declarations serve to limit the responsibility of the signatories for statements made by or relating to the company or other selling shareholders.

This section summarizes related party transactions for the financial years 2026, 2025, and 2024, as per requirements under Ind AS 24 and SEBI ICDR Regulations. The disclosures cover various types of transactions including equity issuance, remuneration payments to key managerial personnel, and various financial dealings with subsidiaries, such as loans, reimbursements, and revenue/income from business support services. Significant transactions involve relationships with directors, key managerial personnel, and various wholly-owned subsidiaries.

This section details various related party transactions, primarily involving wholly-owned subsidiaries, for different periods. It lists transactions with Pickrr Technologies Private Limited, Shiprocket Omuni Private Limited, and Logitrust Freight Services Private Limited, including the nature of the relationship and the percentage of revenue they represented for the years ended March 2026, March 2025, and March 2024. Additionally, it mentions a contingent liability settlement related to income tax demands.

This section primarily details various procedural aspects related to the Offer process, including lists of notified SCSB branches, details on how different types of bidders (like UPI bidders, Syndicate members, Registered Brokers, RTAs, and CDPs) can submit forms, and the allocation of responsibilities among Book Running Lead Managers (BRLMs). It also outlines the process for underwriting commitments made by various underwriters for the equity shares.

The company's Board structure is authorized to have a minimum of three and a maximum of nine directors, with the current Board comprising seven members, including the Managing Director and CEO, an Executive Director and COO, and five Non-Executive Directors (four Independent Directors and one Non-Executive Director). The section details the directorships, terms, and other affiliations of seven listed directors. Various details regarding their remuneration, including annual fees and variable pay, for Fiscal 2025 and subsequent years are disclosed, along with the terms for their appointment and retirement by rotation.

The document outlines various aspects related to the shareholding of directors, interests of directors, changes in the Board composition over the last three years, and the structure of various Board committees. It details the powers granted to the Board regarding borrowing and the applicability of corporate governance provisions under SEBI Listing Regulations. Several committees, including the Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee, have been constituted with specific scopes and functions as prescribed by relevant regulations.

The text outlines various responsibilities for different committees, including a general committee for handling investor service complaints and regulatory compliance, a Risk Management Committee focused on identifying and mitigating various business risks, and a Corporate Social Responsibility Committee tasked with formulating and monitoring CSR activities. Furthermore, an IPO Committee is detailed with extensive powers to manage the entire process of issuing equity shares, including finalizing terms, dealing with various intermediaries, and ensuring compliance with regulatory filings.

This section details the structure of the management organization, including the identification of Key Managerial Personnel (KMP) and Senior Management Personnel (SMP). Key personnel such as the CFO, Company Secretary, and various executives are listed along with their roles, qualifications, and professional experience. The text also covers various aspects related to these personnel, including changes in personnel over the preceding years, arrangements for compensation, and shareholding details.