Shiprocket Limited

• Investment in the growth of the Shiprocket’s platforms primarily for our Emerging Business and for our Core Business
• investment in marketing initiatives primarily for our Emerging Business and for our Core Business
• investment in technology infrastructure and capabilities primarily for our Emerging Business and for our Core Business
• Repayment / prepayment, in full or in part, of certain borrowings availed of by our Company including payment of the interest accrued thereon
• Funding inorganic growth through unidentified acquisitions and general corporate purposes

Except as stated in this section, as on the date of this Red Herring Prospectus, there are no outstanding (i) criminal proceedings (including matters which are at first information report (“FIR”) stage even if no cognizance has been taken by any court) involving the Company, Directors, Subsidiaries (together, the “Relevant Parties”), Key Managerial Personnel and Senior Management Personnel; (ii) actions (including all disciplinary actions, penalties and show cause notices) taken by any statutory or regulatory authorities against the Relevant Parties, Key Managerial Personnel and Senior management Personnel (including any judicial, quasi-judicial, administrative authorities or enforcement authorities); (iii) tax matters involving the Relevant Parties, regarding claims related to direct and indirect taxes; and (iv) civil litigations (including arbitration proceedings) involving the Relevant Parties based on the Materiality Policy adopted by the Company. Further, there are no findings/observations of any of the inspections by SEBI or any other regulator involving our Company which are material, and which need to be disclosed or non-disclosure of which may have bearing on the investment decision, other than the ones which have already been disclosed in the Offer document. For the purposes of (ii) above, notices issued by statutory or regulatory authorities received by the Relevant Parties, Key Managerial Personnel or the Senior Management Personnel which are in the nature of information request have not been considered as litigation. For the purposes of (iii) above, show cause notices, demand notices and any claims received in writing by the Relevant Parties have been considered and requests for information or clarifications, if any, received without any claim amount have not been considered as litigation. For the purpose of disclosure of pending material litigation in (iv) above, as regards the Relevant Persons, the monetary amount of claim by or against the entity or person in any such pending proceeding is individually in excess of the lower of either 2% of the turnover of our Company based on the Restated Consolidated Financial Information for the last Fiscal; or 2% of the net worth of our Company based on the Restated Consolidated Financial Information for the last Fiscal; or 5% of the average of the absolute value of the profit/loss after tax of our Company based on the Restated Consolidated Financial Information for the last three Fiscals, is required to be considered, in terms of the SEBI ICDR Regulations. Accordingly, our Board in its meeting held on November 24, 2025 has considered and adopted the Materiality Policy, in terms of which, any outstanding litigation involving a claim where the dispute amount/the aggregate monetary amount of claim/liability involved by or against the Relevant Parties in any such pending litigation which exceeds ₹ 124.81 million, being the amount equivalent to 5% of the average of the absolute value of profit or loss for Fiscals 2026, 2025, and 2024 of the Company (“Materiality Threshold”), would be considered ‘material’; and such matters which may have a significant effect on the business, operations, financial condition, prospectus, reputation, results of operations or cash flows of the Company, irrespective that the amount involved in such litigation (including any litigation under the Insolvency and Bankruptcy Code, 2016) may not meet the Materiality

• The Company incurred significant losses of ₹5,951.81 million in Fiscal 2024 and ₹792.45 million in Fiscal 2026. Failure to generate adequate revenue growth and manage expenses could prevent achieving profitability, which could materially and adversely affect the value of your investment.(Financial Performance)

• The Company may continue to incur operating losses, particularly in the Emerging Business segment, as it invests in expanding operations, product portfolio, merchant base, and partner network, developing AI capabilities, and launching marketing campaigns.(Financial Performance)

• The Company may be unsuccessful in making, integrating and maintaining acquisitions and strategic investments, which could hinder growth and prevent achieving expected returns. Failure to realize economic benefits could result in substantial impairment charges.(Acquisitions and Integration)

• The Company recognized an impairment loss of ₹1,246.41 million related to goodwill for Shiprocket Omuni in Fiscal 2024 due to performance remaining significantly below projections, primarily due to evolving market dynamics and complex technology integrations.(Acquisitions and Integration)

• The Company recognized an impairment loss of ₹521.01 million related to goodwill for Swiftly (formerly Wigzo) in Fiscal 2024 due to deviations from projections, and subsequently sold its stake for ₹0.27 million after acquiring the marketing automation tool for ₹0.10 million.(Acquisitions and Integration)

• The success of the business depends on the ability to successfully integrate newly acquired businesses, including retaining Merchants and end consumers and integrating operations, technology, human resources and administrative systems.(Acquisitions and Integration)

• The Company may not be successful in identifying and negotiating acquisitions, alliances or investments on favourable terms or at all, and the benefits of such transactions may take considerable time to develop.(Acquisitions and Integration)

• The Company may incur unforeseen operating difficulties and expenditures, and acquisitions could result in dilutive issuances of equity securities, use of significant cash balances, accrual of debt, contingent liabilities, or write-offs of goodwill and intangible assets.(Acquisitions and Integration)

Each bar is a fixed formula applied to the figures shown above, scored 0–100. This is a reading of what the company disclosed — not a recommendation to apply or avoid, not a price target, and not a prediction of listing performance. Dimensions that could not be extracted are excluded rather than assumed, so coverage varies between documents.

• Shiprocket Limited - Prospectus21 Aug 2026