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 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 Threshold, or

• The Company incurred significant losses in Fiscal 2024 (₹5,951.81 million) and Fiscal 2025 (₹744.49 million), and Restated Loss for Fiscal 2026 was ₹792.45 million. The Company may continue to incur operating losses, particularly in its Emerging Business segment, as it continues to invest in expanding operations, product portfolio, merchant base, and partner network.(Financial)

• The Company may be unable to generate adequate revenue growth and manage expenses to achieve profitability. Revenue growth may decline due to factors such as slowing demand in serviced sectors, reduced user interactions on the platform, failure to capitalize on growth opportunities, and increasing regulatory and compliance costs.(Financial)

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

• The Company acquired Shiprocket Omuni and Swiftly (formerly Wigzo) and recognized impairment losses of ₹1,246.41 million and ₹521.01 million, respectively, in Fiscal 2024 due to performance and profitability remaining significantly below projections. The business growth timing for Shiprocket Omuni was deferred due to complex technology integrations.(Financial)

• The Company may incur unforeseen operating difficulties and expenditures related to acquisitions or investments. Negotiating transactions can be time-consuming, difficult, and expensive, and completion may be subject to approvals beyond control.(Operational)

• Acquisitions, including integration efforts, may disrupt the business, require significant resources, divert management attention, and impose legal and regulatory burdens. If integration is ineffective, business, financial condition, cash flows, and results of operations may be materially and adversely affected.(Operational)

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

• The benefits of an acquisition or strategic transaction may take considerable time to develop, and there is no guarantee that a transaction will produce intended benefits or benefits at all, potentially resulting in losses.(Operational)

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 - RHP07 Aug 2026