Shiprocket Limited IPO

The company has Restated Loss for the period/year of Rs.383.23 million, Rs.423.07 million, Rs.744.49 million, Rs.5,951.81 million and Rs.3,593.08 million for the six months periods ended September 30, 2025 and 2024, and Fiscals 2025, 2024 and 2023, respectively. If the company is unable to generate adequate revenue growth and manage its expenses, the company may continue to incur significant losses.

The company may be unsuccessful in making, integrating and maintaining acquisitions and strategic investments, which could hinder the growth of its business and prevent the company from achieving expected returns on such acquisitions or investments. Failures to realize the economic benefit of such acquisitions could result in substantial impairment charges.

The company has relied on the judgment of its management when ascertaining the company's funding requirements and the proposed deployment of Net Proceeds. The company's funding requirements and the proposed deployment of Net Proceeds have not been appraised by any bank or financial institution or any other independent agency, and its management and Board will have broad discretion over the use of the Net Proceeds.The company has not entered into any definitive arrangements to utilize the Net Proceeds of the Offer.

The company's results of operations and cash flows are significantly impacted by the operational results and business decisions of its Merchants, the web traffic they are able to generate, and the company's ability to attract Merchants through online channels, all of which are beyond its control.

The company may face challenges in growing its Cross-border business due to the company's limited experience in such international markets, and will be reliant on its ecosystem partners to grow such business.

The company does not have exclusive arrangements with our logistics partners including couriers, suppliers and cargo partners, and they may prioritize the provision of services to our competitors, refuse to renew their contracts with the company, or expand their offerings to provide the services the company offers. Any of the foregoing could have an adverse effect on its business, financial condition, cash flows and results of operations.

The company may face challenges expanding into new business verticals or product categories, potentially leading to the incurrence of substantial expenditure and/or delayed returns on investment, which could adversely affect our business, financial condition, cash flows and results of operations.

The company has incurred negative cash flows from operations, with net cash used in operating activities of Rs. 2,159.92 million and Rs.1,379.57 million in the Fiscal 2024 and 2023, respectively, while we had positive cash flows from operations, with net cash flows from operating activities of Rs.237.61 million, Rs.235.70 million and Rs.18.97 million in the six months period ended September 30, 2025 and 2024 and Fiscal 2025. Negative cash flows may adversely impact its liquidity and prospects.

The company's Statutory Auditors have reported emphasis of matter in the auditors' report for Fiscals 2024 and 2023 and qualifications on the Companies (Auditor's Report) Order 2020 for Fiscals 2025, 2024 and 2023. Further, there are modifications reported for certain matters specified in the Report on Other Legal and Regulatory Requirements relating to daily backup of books of account and audit trail for Fiscals 2025, 2024 and 2023, as applicable.

In relation to its Fulfilment business, we have entered into lease agreements and warehouse management agreements for the fulfilment centres owned by the company's customers. Failures to manage these fulfilment centres in a cost-effective manner and maintain or renew lease agreements or warehouse management agreements on favourable terms may have an adverse effect on its business, financial condition, cash flows and results of operations.