The following discussion should be read together with the information in the section titled “Restated Consolidated Financial Information” on page 303. Unless the context requires otherwise, the following discussion and analysis of our financial condition and results of operations for the six months period ended September 30, 2025, and September 30, 2024 and Financial Years 2025, 2024 and 2023, is derived from our Restated Consolidated Financial Information, including the notes, annexures and schedules thereto, which have been derived from our audited financial statements as at and for the years ended March 31, 2025, 2024 and 2023 prepared in accordance with the applicable provisions of the Companies Act and Ind AS and for the six months period ended September 30, 2025 and six months period ended September 30,2024 is derived from audited interim financial statements prepared in accordance with Ind AS 34, and restated in accordance with the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by ICAI and the SEBIICDR Regulations. Ind AS differs in certain material respects from IFRS, U.S. GAAP and GAAP in other countries and other accounting principles with which prospective investors may be familiar. Our Company does not provide reconciliation of its financial information to IFRS, U.S. GAAP or GAAP in other countries. Our Company has not attempted to explain those differences or quantify their impact on the financial data included in this Updated Draft Red Herring Prospectus-I and it is urged that you consult your own advisors regarding such differences and their impact on our Companys financial information. Accordingly, the degree to which the financial information included in this Updated Draft Red Herring Prospectus-I will provide meaningful information is entirely dependent on the readers level offamiliarity with Indian accounting principles, policies and practices, the Companies Act and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian accounting principles, policies and practices on the financial information presented in this section should accordingly be limited.
Our financial year ends on March 31 of each year. Accordingly, references to “Financial Year 2025”, “Financial Year 2024” and “Financial Year 2023”, are to the 12-month period ended March 31 of the relevant year.
Statements contained in this discussion that are not historical facts may be forward-looking statements. Such statements are subject to certain risks, uncertainties and assumptions that could cause actual results to differ materially from those forwardlooking statements. Under no circumstances should the inclusion of such information herein be regarded as a representation, warranty or prediction with respect to the accuracy of the underlying assumptions by us or any other person, or that these results will be achieved or are likely to be achieved. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors and contingencies that could affect our financial condition, results of operations and cash flows. Prospective investors in the Equity Shares are cautioned not to place undue reliance on these forward-looking statements.
You are also advised to read the sections titled “Forward Looking Statements” and “Risk Factors” on pages 41 and 43, respectively, which discuss a number of factors or contingencies that could affect our business, financial condition and results of operations.
Unless otherwise indicated, industry and market data used in this section has been derived from industry publications, in particular, the report titled “B2C and E-commerce SaaS Opportunities in India” dated November 2025 (the “lLattice Report”), prepared and issued by Lattice Technologies Private Limited, pursuant to an engagement letter dated May 13, 2025 and exclusively commissioned by, and paid for, by us in connection with the Offer. 1Lattice Report is available on the website of our Company.
Some of the information in the following discussion, including information with respect to our business plans and strategies, contain forward-looking statements that involve risks and uncertainties. You should read “Forward- Looking Statements” beginning on page 41 for a discussion of the risks and uncertainties related to those statements and “Risk Factors” beginning on page 43 for a discussion on certain factors that may affect our business, financial condition, cash flows or results of operations. Our actual results may differ materially from those expressed in or implied by these forward-looking statements. The following information should be read together with, the more detailed financial and other information included in this Updated Draft Red Herring Prospectus-I, including the information contained in “Risk Factors”, “Industry Overview”, “Managements Discussion and Analysis of Financial Condition and Results of Operations” and “Financial Information - Restated Consolidated Financial Information ” on pages 43, 179, 423 and 303, respectively.
Unless otherwise indicated or the context requires otherwise, the financial information included herein is based on our Restated Consolidated Financial Information as at and for the six months period ended September 30, 2025 and September 30, 2024 and Financial Years 2025, 2024 and 2023, included in this Updated Draft Red Herring Prospectus-I. Financial information for the six months period ended 1September 30, 2025, and September 30, 2024, may not be indicative of the financial results for the full year and are not comparable with financial information for the financial years ended March 31, 2025, March 31, 2024, and March 31, 2023.Further, financial information for the six months period ended September 30, 2025, and September 30, 2024 has not been annualized For further information, see “Financial Information ” beginning on page 43. Our Financial Year ends on March 31 of each year, and references to a particular Financial Year are to the twelve months ended March 31 of that year.
Unless otherwise indicated, industry and market data used in this section has been derived from the report titled “B2C and E- commerce SaaS Opportunities in India” dated November 2025 (the “ILattice Report”), which is exclusively prepared for the purpose of the Offer and released by Lattice Technologies Private Limited and is exclusively commissioned for an agreed fee and paid for by us in connection with the Offer, pursuant to an engagement letter dated May 13, 2025. A copy of the ILattice Report will form part of the material documents for inspection and is available on the website of our Company at https://www.acevector.com upon filing until the Bid/Offer Closing Date. The data included herein includes excerpts from the ILattice Report and may have been re-ordered by us for the purposes ofpresentation. There are no parts, data or information (which may be relevant for the proposed Offer), that has been left out or changed in any manner. Unless otherwise indicated, financial, operational, industry and other related information derived from the ILattice Report and included herein with respect to any particular year refers to such information for the relevant calendar year.
Overview
Who we are
AceVector, directly and indirectly through its Subsidiaries, operates an asset-light digital commerce ecosystem consisting of data, technology and AI-driven businesses - value e-commerce marketplace, e-commerce enablement software as a service (“SaaS”) and consumer brands. Our ecosystem includes (i) Snapdeal, a value focused lifestyle e-commerce marketplace platform with a wide selection of affordable, merchandise across lifestyle categories with an emphasis on quality; (ii) Uniware, Convertway and Shipway under the Unicommerce brand, operated by our subsidiary Unicommerce eSolutions Limited, a comprehensive suite of e-commerce enablement SaaS products, which enables end-to-end management of e-commerce operations; and (iii) Stellaro Brands business, an omnichannel value focused consumer brands retailing business, operated by our Subsidiary, Stellaro Brands Private Limited. Together, these businesses cover the entire e-commerce value chain across B2C and B2B segments catering to multiple stakeholders vertically viz., through both online and offline modes and horizontally viz., consumers, sellers, brands and logistics providers.
AceVector operates a combination of scaled and emerging platforms that generate diverse revenues from both B2C and B2B opportunities.
A brief description of the businesses we operate is set out below:
I. Snapdeal: Snapdeal is a pure-play value marketplace15 (Source: ILattice Report), offering a wide selection of affordable, and quality curated merchandise across lifestyle categories such as fashion, home and general merchandise, and beauty and personal care, through a network of sellers offering products at value price points to the users.
We serve the needs of value-conscious customers, often referred to as ‘Bharat Shoppers16. (Source: ILattice Report) Our vision is to be the smart, stylish, and trustworthy shopping companion offering affordable aspiration to the Indian value lifestyle shopper, where trendy merchandise meets value pricing at a good quality. We operate Snapdeal with an asset- light, zero-inventory model, with minimal working capital risk as a true marketplace model. This operational framework,
combined with the cost management strategies, particularly within our third-party logistics (3PL) supply chain, allows us to consistently deliver low prices to customers.
Snapdeal is among the top two pure-play value marketplace platforms in India in terms of revenue for Financial Year 2025, Financial Year 2024 and Financial Year 2023, which stood at Rs2,498.67 million, Rs2,528.87 million and Rs2,795.05 million, respectively (Source: lLatticeReport). It serves customers nation-wide across 18,773 pin-codes for the six months period ended September 30, 2025, focusing on the categories sold and the price points offered on the Snapdeal platform. Further, Snapdeal is among the top seven shopping apps in India by app downloads on the Google Play Store as of November 20, 202517 (Source: lLattice Report). In the six months period ended September 30, 2025, 94.02%of the Net Merchandise Value “NMV” on the Snapdeal platform were derived from lifestyle categories , with 83.95% of delivered units at price points below Rs599, and 82.36% of delivered units coming from customers in non-metro cities.19.
Notes:
1. Annual transacting customers refer to the number of customers, identified by their unique mobile number, to whom at least one unit has been shipped during the last twelve months period preceding the end of the reporting period/year .
2. Annualised Net merchandise value (“NMV”) is defined as the total list price of individual units sold (inclusive of taxes and discounts) through the marketplace platform that was delivered to the customers, excluding the units that were cancelled or returned by the customers in the most recent quarter of the reporting period i.e. quarter ended September 30, 2025, multiplied by 4.
3. Annualised delivered units refer to the number of individual units delivered to customer through the marketplace platform, excluding units that were returned by customers in the most recent quarter of the reporting period i.e. quarter ended September 30, 2025, multiplied by 4.
4.
5. Monthly active users refers to the average number of unique monthly users who recorded at least one visit to the app, mobile website or website of the marketplace platform, calculated as the simple average of the monthly unique visitor counts for the six months period ended September 30, 2025.
6. Refers to the number of delivered units that were ordered using the Snapdeal mobile app and mobile website, divided by the number of delivered units for the six months period ended September 30, 2025.
7. Refers to the number of delivered units as part of second or subsequent orders placed by Repeat Customers, excluding the delivered units from their first order placed on the marketplace platform, divided by the number of delivered units during the six months period ended September 30, 2025.
8. Refers to the share of NMV for lifestyle categories including fashion, home and general merchandise, beauty and personal care, divided by the NMV of the marketplace platform during the six months period ended September 30, 2025.
9. Price point refers to the list price of items sold on the marketplace platform. The price-wise breakdown is based on the count of delivered units during six months period ended September 30, 2025.
10. Refers to the number of delivered units in non-metro cities divided by the number of delivered units during the six months period ended September 30, 2025. Non-Metro cities refer to cities other than metro cities. Metro cities means the cities with a population exceeding 5 million, comprising Mumbai (Maharashtra), Delhi (NCT), Bengaluru (Karnataka), Chennai (Tamil Nadu), Hyderabad (Telangana), Kolkata (West Bengal), Pune (Maharashtra), andAhmedabad (Gujarat).
The Snapdeal platform offers a shopping experience tailored for value shoppers, with value pricing, a wide assortment and a visually rich, and discovery-led user interface powered by AI driven personalisation. In the six months period ended September 30, 2025, 83.92 % of the transactions took place through the Snapdeal app, which is a testament to the personalised user experience we have built over the years.
Notes:
1. Category breakdown is based on net merchandise value of the marketplace platform during the six months period ended September 30, 2025.
2. Zone-wise breakdown is based on the count of delivered units during the six months period ended September 30, 2025.
3. The term “price points” refers to the list price of the items sold on the marketplace platform. The price-wise breakdown is based on the count of delivered units during the six months period ended September 30, 2025.
4. Location-wise breakdown is based on the count of delivered units during the six months period ended September 30, 2025.
II. Unicommerce: Unicommerce is an e-commerce enablement provider offering a comprehensive suite of SaaS products designed to automate critical business functions for our clients, D2C brands, traditionally offline brands, e-commerce sellers, brand aggregator firms, third-party logistics (“3PL”) service provider firms, fulfilment players, SMBs and other e-commerce intermediaries. The suite includes Uniware, Shipway and Convertway, collectively managing the entire order lifecycle from placing an order to management of post-order operations, including orders, inventory, warehouses, stores, deliveries, returns, and exchanges. It acts as the operating system for Indian e-commerce businesses to enable their operations across the ecommerce lifecycle (Source: lLattice Report). Uniware is powered by our proprietary software and helps clients manage their daily operations related to orders processing, inventory updation, warehouse management and stores for omni-channel use-cases. Shipway is an end-to-end courier aggregation and logistics automation platform optimising shipping for merchants (online and offline). Convertway is an AI-enabled marketing automation platform that helps brands to target their customers with personalised and segmented marketing campaigns. Unicommerce eSolutions Limited is a listed company on the Stock Exchanges. The graphic below depicts the select products and features of our platforms:
Unicommerce is the largest e-commerce enablement SaaS platform in the transaction processing layer in India through its flagship platform, Uniware, in terms of revenue for Financial Year 2024 and Financial Year 2023, which stood at Rs1,035.81 million and Rs900.58 million, respectively (Source: lLattice Report). Further, Shipway and Convertway are emerging platforms in shipping and post-delivery stage and pre-purchase stage, respectively. (Source: lLattice Report).
The three platforms viz., Uniware, Shipway and Convertway operated by Unicommerce serve a diverse and expanded clientele with 7,572 clients, helping them streamline workflows across the pre-delivery and post-purchase stages of an order. The graphic below provides the reach and scale of Unicommerce and the suite of services offered by Unicommerce for the six months period ended September 30, 2025:
Notes:
1. Annual Transaction Run-rate for Uniware is defined as the number of order items processed in the most recent quarter i.e. quarter ended September 30, 2025, multiplied by 4
2. Number of clients as of the most recent quarter of the mentioned reporting period/year across Uniware, Shipway and Convertway, i. e. quarter ended September 30, 2025. Numbers for Shipway and Convertway are added and reported for the relevant period post-acquisition of Shipway Technology Private Limited by Unicommerce. The count refers to a unique client base across the three platforms, i.e. if a client is using services across multiple platforms, they are counted as one. Each client is identified based on their PAN for domestic clients or the business entity name made available for billing for international clients
3. Annual Recurring Revenue (“ARR”) is defined as revenue from operations SaaS in the most recent quarter of the mentioned reporting period/year, i.e., the quarter ended September 30, 2025, multiplied by 4.
4.10,237 warehouses and 1,469 stores with processed orders in the most recent quarter of the mentioned period for Uniware, i.e. quarter ended September 30, 2025
As of September 30, 2025, our Uniware platform integrations include 148 marketplace and web-store integrations, 128 logistics partner integrations, and 11 integrations with ERP, POS, and other operational systems. In addition, our Shipway and Convertway platforms have 46 and 16 integrations, respectively, to provide flexibility to our clients for their businesses. We believe that these extensive set of 349 integrations position Unicommerce as an essential enabler for clients, improve order accuracy, and enhance fulfillment efficiency and optimise their growth.
III. Stellaro Brands: According to the 1Lattice Report, there is a limited penetration of brands in the value space. With the objective and strategy to capitalise this opportunity, we developed Stellaro Brands which is our consumer brands business focused on incubating and scaling consumer brands across both online and offline channels. Currently, it owns and operates online channels and 12 omnichannel single-brand retail stores for the womens ethnic wear brand, Rangita.
The following table sets forth details revenue and single-brand retail stores for Stellaro Brands for the periods/years indicated:
| Particulars | As at and for the six months period ended | As at and for the Financial Year ended | |||
| September 30, 2025 | September 30, 2024 | March 31, 2025 | March 31, 2024 | March 31, 2023 | |
| Revenue from operations - Consumer Brands(1) | 57.58 | 84.29 | 114.18 | 236.30 | 24.00 |
| Number of active omni-channel stores(2) (in numbers) | 9 | 3 | 4 | 1 | Nil |
Notes: 1. As per Ind AS 108 Operating Segments; Revenue from operations Consumer Brands represent gross values and does not account for inter segment eliminations
2. Stellaro Brands Private Limited had 9 stores operating as of September 30, 2025 and currently operates a total of 12 omnichannel stores.
AceVector supports each of its businesses with tailored strategies for their organic and inorganic growth. Our businesses are further strengthened by operational synergies across technology infrastructure, supply chain capabilities, data insights and shared services, resulting in increased operational leverage. Our shared services infrastructure includes critical functions
such as legal, finance, technology, corporate communications, public policy, human resources, and facilities, ensuring consistent governance and operational efficiency. We have built long-term defensibility through proprietary technologies across our businesses with deep domain expertise, bringing experienced management teams and scalable, modular infrastructure and processes.
Through our platforms, we actively support the micro, small and medium enterprises ecosystem in India, which is an integral part of the countrys commerce and manufacturing landscape. Our sellers on the Snapdeal marketplace are largely small and medium enterprises, providing locally manufactured products tailored to the needs of value-conscious consumers. Similarly, Unicommerces client base also comprises small and medium enterprises, including emerging D2C brands and regional manufacturers, who rely on its automation to scale their business operations efficiently. Stellaro Brands sources its products exclusively from such local enterprises. Across our platforms, we promote inclusive growth by supporting local manufacturing, entrepreneurship, and women-led businesses from across the country.
Additionally, we maintain a disciplined approach to business model design and capital allocation, emphasizing asset-light operations, minimal working capital risk, absence of debt, and deriving operating leverage for long-term viability of business and value creation. Our centralised governance frameworks are aligned to driving growth and cost optimisations through efficient capital deployment and operational synergies. We also strategically deploy capital for organic expansion and select acquisitions, enabling entry into adjacent markets, capability strengthening, and business growth where appropriate. For instance, we recently supported our subsidiary company, Unicommerce eSolutions Limited with the evaluation and due diligence for the acquisition of Shipway Technology Private Limited which added two complementary solutions: Shipway and Convertway to the companys portfolio.
Segment wise Revenue from Operations
As per Ind AS 108- Operating Segments, set forth below is the segment wise Revenue from Operations for the six months period ended September 30, 2025 and September 30, 2024, and Financial Year ended March 31, 2025, March 31, 2024 and March 31, 2023:
| Particulars | For the six months period ended | For the Financial Year ended | |||
| September 30, 2025 | September 30, 2024 | March 31, 2025 | March 31, 2024 | March 31, 2023 | |
| Revenue from operations - Marketplace1 (A) | 1,426.57 | 1,162.05 | 2,498.67 | 2,528.87 | 2,795.05 |
| Revenue from operations - SaaS2 (B) | 963.16 | 567.76 | 1,347.90 | 1,035.81 | 900.58 |
| Revenue from operations - Consumer Brands3 (C) | 57.58 | 84.29 | 114.18 | 236.30 | 24.00 |
| Revenue from operations - Inter segment eliminations (D) | (3.10) | (2.36) | (10.56) | (3.37) | - |
| Revenue from operations (E=A+B+C+D) | 2,444.21 | 1,811.74 | 3,950.19 | 3,797.61 | 3,719.63 |
| Revenue from operations - Marketplace1 as a percentage of Revenue from operations (A/E) | 58.37% | 64.14% | 63.25% | 66.59% | 75.14% |
| Revenue from operations - SaaS2 as a percentage of Revenue from operations (B/E) | 39.41% | 31.34% | 34.12% | 27.28% | 24.21% |
| Revenue from operations - Consumer Brands3 as a percentage of Revenue from operations (C/E) | 2.36% | 4.65% | 2.89% | 6.22% | 0.65% |
Notes:
1. As per Ind AS 108 Operating Segments; Revenue from operations Marketplace represent gross values and does not account for inter segment eliminations
2. As per Ind AS 108 Operating Segments; Revenue from operations SaaS refers to Revenue from operations for the SaaS segment and excludes inter segment eliminations, with ^3.10 million, ^2.36 million, ^10.56 million and ^3.37 million recorded for the six months period ended September 30, 2025 and September 30, 2024, Financial Year 2025 and the Financial Year 2024. No inter-segment eliminations were recorded for the Financial Year 2023.
3. As per Ind AS 108 Operating Segments; Revenue from operations Consumer Brands represent gross values and does not account for inter segment eliminations.
4. For details of reconciliation of Revenue from operations Marketplace as a percentage of Revenue from operations, Revenue from operations SaaS as a percentage of Revenue from operation and Revenue from operations Consumer Brands as a percentage of Revenue from operations, see “(Other Financial
Information Reconciliation of Non-GAAP Measures Reconciliation of Revenue from operations Marketplace to Revenue from operations Marketplace as a percentage of Revenue from operations”, “Other Financial Information Reconciliation of Non-GAAP Measures Reconciliation of Revenue from operations SaaS to Revenue from operations SaaS as a percentage of Revenue from operations” and “Other Financial Information Reconciliation of Non-GAAP Measures Reconciliation of Revenue from operations Consumer Brands as a percentage of Revenue from operations ” on page 421.
Driven primarily by operating leverage and enhanced cost efficiency at Snapdeal and Unicommerce, the Adjusted EBITDA stood at Rs (92.84) million for the the six months period ended September 30, 2025, Rs (282.83) million for the six months period ended September 30, 2024, Rs(391.55) million for the Financial Year 2025, Rs(265.21) million for the Financial Year 2024 and Rs(1,667.22) million for the Financial Year 2023. Further, our Adjusted EBITDA margin % stood at (3.80) % for the six months period ended September 30, 2025, (15.61) % for the six months period ended September 30, 2024, (9.91%) for the Financial Year 2025, (6.98%) for the Financial Year 2024 and (44.82%) for the Financial Year 2023. For details of reconciliation of Adjusted EBITDA and Adjusted EBITDA margin %, see “Other Financial Information - Reconciliation of Non-GAAP Measures - Reconciliation from Restated loss for the period/year to EBITDA, EBITDA Margin %, Adjusted EBITDA, and Adjusted EBITDA Margin %” on page 417. Our Restated loss before exceptional items and tax was Rs2,829.78 million in Financial Year 2023 which reduced to Rs429.27 million in Financial Year 2024 and Rs469.83 million in Financial Year 2025. Our restated loss before exceptional items and tax was Rs191.88 million for the six months period ended September 30, 2025 and was Rs340.27 million for the six months period ended September 30, 2024. The improvements in performance in Adjusted EBITDA, which represents operational performance of our business, has primarily been driven by cost optimisation, unit economics improvements, and inherent operating leverage in our businesses.
Significant Factors Affecting Our Results of Operations
Our Ability to Grow Our Businesses Organically or Inorganically
According to 1Lattice Report, Global real GDP is projected to grow at a CAGR of approximately 3.20% from Calendar Year 2024-2029, while Indias economy is expected to expand at a robust CAGR of 6.45% over the same timeframe. AceVector operates a combination of scaled and emerging platforms generating revenues from B2C and B2B opportunities. Several factors which could impact AceVectors ability to achieve the anticipated financial results include challenges in effectively supporting the organic growth strategies of the business, challenges in integrating strategic acquisitions and implementation issues leading to limited synergies resulting in lower cost efficiencies. Additionally, delays or inability to adapt quickly to rapid technological changes may lead to competitive disadvantages, loss of market share, and margin pressures. Our financial outcomes could also be adversely affected by rising operational costs, disruptions in third-party logistics, increased competition, and macroeconomic conditions influencing consumer spending, particularly among value-conscious segments. We actively manage these risks through strategic planning, disciplined cost management, and continuous technological innovation. Significant factors affecting our operations related to inorganic growth include our ability to identify suitable acquisition targets, conduct thorough due diligence, secure necessary approvals, and successfully integrate business to realise planned strategic and financial objectives.
Our Ability to Attract New Users and Increase the Wallet Share of our Existing Users for Snapdeal
Our success depends on our ability to continuously attract new users to our platform and convert these new users to buyers, while simultaneously optimizing our costs and efficiency. Failure to effectively engage users and convert them to buyers on a cost-effective basis would adversely affect our revenue growth and operating results. We aim to attract new users to our platform by promoting the quality, affordability and assortment of the merchandize listed on our platform, and delivering a quality user experience. For further details, please see “Our Business Our Strategies Deepen Snapdealspresence in value lifestyle e- commerce through enhancements in customer experience and brand awareness” on page 237.
Further, we have benefited from an increasing base of Repeat Customers and we strive to continue to grow our user base. Our base of Repeat Customers for the six month period ended September 30, 2025 was 5.12 million, compared to 3.73 million for the six month period ended September 30, 2024, 7.02 million for the Financial Year ended March 31, 2025, 5.44 million for the Financial Year ended March 31, 2024 and 6.73 million for the Financial Year ended March 31, 2023. Over the past quarters our Repeat Customers base has shown steady growth, with 3.19 million for the quarter ended September 30, 2025, 3.02 million for the quarter ended June 30, 2025, 2.68 million for the quarter ended March 31, 2025, 2.70 million for the quarter ended December 31, 2024, 2.39 million for the quarter ended September 30, 2024, 1.96 million for the quarter ended June 30, 2024 and 1.79 million for the quarter ended March 31, 2024.
Looking ahead, we are well-positioned to capitalize on the growth in Indias value e-Commerce segment. It provides us opportunities to broaden our user base and drive revenue growth.
Value and Number of Delivered Units of Snapdeal
We derive revenues from our platform primarily from the following sources, which depend on the value and number of orders placed on our platform.
Revenue from marketing fees, which we charge from sellers on our platform. We charge marketing fees on an ad valorem basis, i.e., as a percentage of the selling price of the products sold by a seller on our platform. The rate of the marketing fees varies for products/product categories. Further, in certain circumstances, we negotiate special rates with sellers (including dynamic
rates, which depend on the demand and price of the products being sold).
Advertising fee, which we charge from our sellers by offering them an opportunity to boost their visibility and sales through advertising campaigns on the Snapdeal platform. This ad-supported, zero commission model, combined with the flexibility of negotiated rates, enables sellers to tailor their strategies to meet their business needs and objectives: and
Freight and collection fees, which we primarily charge from our sellers based on the number of delivered units and the weight slab of the shipment.
The number (and value) of delivered units of our platform depend on various factors, such as our ability to attract new users; the assortment and price and quality of products listed on our platform; the user-friendliness of our platform (especially for value customers); and macro-economic factors.
Additionally, we charge our sellers for customer return shipments. However, a high volume of returns may result in elevated expenses related to processing buyer refunds, which could adversely affect our profitability and margins. Returned units for the Financial Year ended March 31, 2025 represented 8.70% of our gross delivered units, compared to 6.65% for the Financial Year ended March 31, 2024 and 6.65% for the Financial Year ended March 31, 2023. As of six months period ended September 30, 2025 and six months period ended September 30, 2024, the Returned units represented 10.48% and 7.92 %, respectively, of our gross delivered units.
| Particulars | For the six months period ended | For the Financial Year ended | |||
| September 30, 2025 | September 30, 2024 | March 31, 2025 | March 31, 2024 | March 31, 2023 | |
| Gross delivered units(1) (A) | 14.51 | 9.72 | 21.81 | 15.87 | 20.44 |
| Returned units (2) (B) | 1.52 | 0.77 | 1.90 | 1.05 | 1.36 |
| Delivered units (3) (C=A-B) | 12.99 | 8.95 | 19.91 | 14.81 | 19.08 |
| Returned units as a % of gross delivered units (D=B/A) | 10.48% | 7.92% | 8.70% | 6.65% | 6.65% |
(1) Gross delivered units refer to the aggregate of delivered units and returned units
(2) Returned units refer to the number of individual units delivered to customers through the marketplace platform and subsequently returned by customers after delivery
(3) Delivered units refer to the number of individual units delivered to customers through the marketplace platform, excluding units that were returned by customers
Due to poor customer and seller experience, along with incremental logistics costs, returned units have an impact on profitability of our Company. Our expenditure on Logistics expense - marketplace for returns and Fees charged from sellers for returns for the six months periods ended September 30, 2025 and September 30, 2024 and the Financial Year ended March 31, 2025, are as follows:
| Particulars | For the six months period ended | For the Financial Year ended | |
| September 30, 2025 | September 30, 2024 | March 31, 2025 | |
| Logistics expense - marketplace for return shipments * in millions) | 377.34 | 232.10 | 560.37 |
| Fees charged from sellers for return shipments * in millions) | 253.71 | 133.20 | 337.26 |
Notes: *Return shipments refer to the number of individual units shipped to customers through the marketplace platform and subsequently cancelled by customers before delivery or returned by customer after delivery.
Our Ability to Attract and Maintain Relationships with our Sellers for Snapdeal
Snapdeals seller ecosystem, primarily composed of small and medium enterprise merchants who have traditionally serviced value-conscious consumers through unorganised retail, understand their preferences well and are well-equipped to offer quality merchandise at attractive price points. We attract users through our platforms wide selection of value merchandize, affordable pricing and quality, and a reliable user experience. Hence, it is imperative for us to continue to maintain and expand our relationships with our sellers to maintain and grow our revenues. We leverage on our network of reliable and quality sellers, who are familiar with and experienced in eCommerce processes, to deliver quality experiences to users. We also focus on the quality of our seller network rather than just having a large quantity of sellers. We onboard sellers who have a track record of
selling products of a high quality and regularly communicate product ratings and customer feedback along with our assessment to sellers. Further, we also enforce a quality management system which intervenes at various stages of a transaction lifecycle in order to protect user experience and quality of the products sold on the Snapdeal platform.
While we typically levy fixed rates of marketing fees and freight and collection income upon our sellers, we also negotiate special rates in certain cases and offer an ad-supported, model and suit the business needs of our sellers, with a view to attracting sellers to our platform that are likely to provide products that will be popular with our users, thereby leading to higher revenues.
Cost-Effectiveness of our Snapdeal Platform
Our profitability also depends on our ability to maintain a cost-effective platform. Our key expense items are logistics expense - marketplace (which primarily comprises freight and collection charges that we incur from third-party service providers to whom we outsource the delivery of products sold on our platform), marketing and business promotion expense- marketplace (which is a component of other expenses) and employee benefit expenses. Our future profitability depends upon our ability to grow our revenues, while at the same time controlling our expenses. This depends on a number of factors, such as fulfilment process, the efficiency of our sales and marketing initiatives, and continuous investments to develop our technology for improvement in operational effectiveness.
Logistics expense
Our logistics expense primarily includes freight and collections charges paid to third-party delivery companies. We work with third-party delivery companies to ensure smooth and efficient courier delivery of products to our users in exchange for a service fee. Our cost effectiveness depends on our ability to continue optimising freight and collection charges on a per-delivered unit basis through operational efficiencies such as improved terms on service fee with our delivery partners with increasing delivered orders. Freight and collection charges payable to our couriers for transportation of products from our sellers to users include (i) forward logistics fees for carrying goods from sellers to users, (ii) collection fees, and (iii) return logistics fees for all products returned or exchanged by our users.
Our freight and collection charges per delivered unit is affected by rates charged by couriers, weights slabs of the shipments and the total returns on our platform. An increased number of returns by our users can lead to an increase in the fulfilment fee per delivered unit as we incur an increased logistics fee per shipment. Our logistics expense per delivered unit for marketplace amounted to Rs67.48 in the six months period ended September 30, 2025, Rs68.56 in the six months period ended September 30, 2024, Rs69.72 in the Financial Year 2025 from Rs72.62 in the Financial Year 2024 and Rs83.20 in the Financial Year 2023.
Marketing and business promotion expense
A significant part of our growth strategy involves continually attracting new users through increased marketing and engagement and increasing the number of transactions from our existing. Our marketing and business promotion expense - marketplace, as per Ind AS 108 - Operating Segments, primarily include expenses towards advertisements on social media, to search engines to drive users to our platform and towards brand marketing initiatives. With a view to attracting new users, we take a multipronged approach towards marketing across, all key destinations for digital marketing, including social media, search engine advertisements, third-part ad networks, short-video platforms, and engaging influencers. We may need additional funding to increase our brand awareness for marketing expenses and any inability in obtaining such funding could significantly impact our business, financial condition and results of operations.
The growth of our Unicommerce platform
Our Material Subsidiary, Unicommerce, provides eCommerce enablement software-as-a-service (“SaaS”) solutions for running eCommerce operations for D2C brands, traditionally offline brands, e-commerce sellers, brand aggregator firms, third-party logistics service provider firms, fulfilment players, SMBs and other e-commerce intermediaries. Unicommerce holds a leadership position in a large and fast-growing market, providing a comprehensive e-commerce enablement SaaS suite through its three integrated platforms - Uniware, Shipway, and Convertway. Clients for Unicommerce include entities that sell products through online channels, have to manage physical inventory across warehouses and stores, and allocate the fulfilment partners for shipments. We recognize the revenue received by Unicommerce from its clients as a part of our revenue from operations.
We believe that there is scope for increasing the scale of Unicommerce by expanding its client base, increase the usage of products across our suite that includes Uniware, Shipway and Convertway, by way of cross-selling and increase geographical coverage (for further details, see “Our Business Our Strategies Expand usage of Unicommerces suite of e-commerce enablement platforms with a focus on profitable growth on page 239, which we expect will further drive the growth of our revenues. However, in the event that we are unable to keep up with emerging trends in the future, we may lose our market share which will impact our growth and our revenues. Unicommerces revenue from operations are derived from our Segmental information in our Restated Consolidated Financial Information and include consolidated financials of Shipway Technology Private Limited, which is a subsidiary of Unicommerce and Convertway, which is an AI enabled marketing automation platform optimising shipping for merchants.
The growth of our Stellaro Brands platform
Stellaro Brands is an emerging consumer brands business. Our ability to effectively grow and scale the platform depends on our individual strategies and initiatives to grow the business across our website, across key marketplaces and across omnichannel stores. The financial results of our business may be affected if these strategies are not appropriately executed and include effective marketing to increase the brand awareness of our brands, maintaining relationships with marketplaces and maintaining the operating profitability of our stores. If Stellaro Brands fails to successfully expand Rangita and other potential brand acquisitions across digital and physical retail channels, faces difficulties in managing its manufacturing network, or does not effectively utilize technological integration with platforms like Unicommerce, this could severely limit its market presence, customer engagement, and profitability.
Our Material Accounting Policies
Basis of consolidation
The restated consolidated financial information comprise the financial information of the Company and its subsidiaries as at September 30, 2025, September 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:
- Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)
- Exposure, or rights, to variable returns from its involvement with the investee, and
- The ability to use its power over the investee to affect its returns
Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
- The contractual arrangement with the other vote holders of the investee
- Rights arising from other contractual arrangements
- The Groups voting rights and potential voting rights
- The size of the Groups holding of voting rights relative to the size and dispersion of the holdings of the other voting rights holders
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the period are included in the restated consolidated financial information from the date the Group gains control until the date the Group ceases to control the subsidiary.
Restated consolidated financial information is prepared using uniform accounting policies for like transactions and other events in similar circumstances. If a member of the Group uses accounting policies other than those adopted in the restated consolidated financial information for like transactions and events in similar circumstances, appropriate adjustments are made to that Group members financial statements in preparing the restated consolidated financial information to ensure conformity with the Groups accounting policies.
The financial information of all entities used for the purpose of consolidation are drawn up to same reporting date as that of the Group, i.e., six months period ended September 30, 2025. When the end of the reporting period of the parent is different from that of a subsidiary, the subsidiary prepares, for consolidation purposes, additional financial information as of the same date as the financial statements of the parent to enable the parent to consolidate the financial information of the subsidiary, unless it is impracticable to do so.
Restated consolidated financial information present assets, liabilities, equity, income, expenses and cash flows of the parent and its subsidiaries as those of a single economic entity. In preparing these restated consolidated financial information, below key consolidation procedures are followed:
(a) Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent with those of its subsidiaries. For this purpose, income and expenses of the subsidiary are based on the amounts of the assets and liabilities recognised in the restated consolidated financial information at the acquisition date.
(b) Offset (eliminate) the carrying amount of the parents investment in each subsidiary and the parents portion of equity of each subsidiary. Business combinations policy explains how to account for any related goodwill.
(c) Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions
between entities of the Group (profits or losses resulting from intragroup transactions that are recognised in assets, such as inventory and fixed assets, are eliminated in full). Intragroup losses may indicate an impairment that requires recognition in the restated consolidated financial information. Ind AS12 Income Taxes applies to temporary differences that arise from the elimination of profits and losses resulting from intragroup transactions.
Restated profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Groups accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it:
- Derecognises the assets (including goodwill) and liabilities of the former subsidiary at their carrying amounts at the date when control is lost
- Derecognises the carrying amount of any non-controlling interests at the date when control is lost. This includes any components of OCI attributable to them.
- Derecognises the cumulative translation differences recorded in equity
- Recognises the fair value of the consideration received
- Recognises the fair value of any investment retained
- Recognises any surplus or deficit in profit or loss
- Reclassifies the parents share of components previously recognised in OCI to profit or loss or transferred directly to retained earnings, if required by other Ind AS. Such reclassification/ transfer is decided on the same basis as would be required if the Group had directly disposed of the related assets or liabilities.
Put options arrangement:
The group has written put options over the Compulsorily Convertible Preference shares (CCPS) of its subsidiary which permit the holder to put the CCPS in the subsidiary back to the group at their fair value on specified dates over an agreed period and written put options over the Share Swap Arrangement of its step-down subsidiary. The amount that may become payable under the option on exercise is initially recognised at the present value of the redemption amount within Liability towards put option (under Other financial liabilities) with a corresponding charge directly to equity. The charge to equity is recognised separately as written put options over non-controlling interests, adjacent to non-controlling interests in the net assets of consolidated subsidiaries. The liability is subsequently accreted through retained earnings to the redemption amount that is payable at the date at which the option first becomes exercisable. In the event that the option expires unexercised, the liability is derecognised with a corresponding adjustment to equity.
Use of Estimates:
The preparation of the restated consolidated financial information in conformity with the principles of Ind AS requires the management to make judgements, estimates and assumptions that effect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period. Although these estimates are based on the managements best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. In particular, information about the significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the restated consolidated financial information.
Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non- controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquirees identifiable net assets.
Acquisition-related costs are expensed in the periods in which the costs are incurred and the services are received.
The Group determines that it has acquired a business when the acquired set of activities and assets include an input and a substantive process that together significantly contribute to the ability to create outputs. The acquired process is considered substantive if it is critical to the ability to continue producing outputs, and the inputs acquired include an organised workforce with the necessary skills, knowledge, or experience to perform that process or it significantly contributes to the ability to continue producing outputs and is considered unique or scarce or cannot be replaced without significant cost, effort, or delay in the ability to continue producing outputs.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their acquisition date fair values. For this purpose, the liabilities assumed include contingent liabilities representing present obligation and they are measured at their acquisition fair values irrespective of the fact that outflow of resources embodying economic benefits is not probable. However, the following assets and liabilities acquired in a business combination are measured at the basis indicated below:
- Deferred tax assets or liabilities, and the assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with Ind AS 12 Income Tax and Ind AS 19 Employee Benefits respectively.
- Liabilities or equity instruments related to share based payment arrangements of the acquiree or share - based payments arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with Ind AS 102 Share-based Payments at the acquisition date.
- Assets (or disposal Groups) that are classified as held for sale in accordance with Ind AS 105 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that standard.
- Reacquired rights are measured at a value determined on the basis of the remaining contractual term of the related contract. Such valuation does not consider potential renewal of the reacquired right.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.
If the business combination is achieved in stages, any previously held equity interest is re-measured at its acquisition date fair value and any resulting gain or loss is recognised in profit or loss or OCI, as appropriate.
Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of Ind AS109 Financial Instruments, is measured at fair value with changes in fair value recognised in profit or loss. If the contingent consideration is not within the scope of Ind AS 109, it is measured in accordance with the appropriate Ind AS. Contingent consideration that is classified as equity is not re-measured at subsequent reporting dates and subsequent its settlement is accounted for within equity.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in OCI and accumulated in equity as capital reserve. However, if there is no clear evidence of bargain purchase, the entity recognises the gain directly in equity as capital reserve, without routing the same through OCI.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Groups cash - generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
A cash generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. For the business which are similar in nature for the purpose of impairment testing of goodwill, the Group considers such business as one cash generating unit. If the recoverable amount of the cash generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit.
For the purpose of impairment testing of goodwill, the Group considers business forecast of similar business together.
Any impairment loss for goodwill is recognised in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.
Where goodwill has been allocated to a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation
and the portion of the cash-generating unit retained.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete.
Those provisional amounts are adjusted through goodwill during the measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date. These adjustments are called as measurement period adjustments. The measurement period does not exceed one period from the acquisition date.
Current versus non-current classification
The Group presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset is treated as current when it is:
- Expected to be realised or intended to be sold or consumed in normal operating cycle
- Held primarily for the purpose of trading
- Expected to be realised within twelve months after the reporting period, or
- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period
All other assets are classified as non-current.
A liability is current when:
- It is expected to be settled in normal operating cycle
- It is held primarily for the purpose of trading
- It is due to be settled within twelve months after the reporting period, or
- There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period
The terms of the liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Group has identified twelve months as its operating cycle.
Foreign currencies
The Groups restated consolidated financial information are presented in INR, which is also the Parent Companys functional currency. For each entity, the Group determines the functional currency and items included in the summary statements of each entity are measured using that functional currency. Functional currency is the currency of the primary economic environment in which the entities forming part of group operates and is normally the currency in which the entities forming part of Group primarily generates and expends cash.
Transactions and balances
Transactions in foreign currencies are initially recorded by the Group at the spot rates at the date the transaction first qualifies for recognition. However, for practical reasons, the Group uses an average rate if the average approximates the actual rate at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.
Exchange differences arising on settlement or translation of monetary items are recognised in profit or loss with the exception of the following:
- Exchange differences arising on monetary items that forms part of a reporting entitys net investment in a foreign operation are recognised in profit or loss in the separate financial statements of the reporting entity or the individual financial statements of the foreign operation, as appropriate. In the financial statements that include the foreign
operation and the reporting entity (e.g., restated consolidated financial information when the foreign operation is a subsidiary), such exchange differences are recognised initially in OCI. These exchange differences are reclassified from equity to profit or loss on disposal of the net investment.
- Exchange differences arising on monetary items that are designated as part of the hedge of the Groups net investment of a foreign operation. These are recognised in OCI until the net investment is disposed of, at which time, the cumulative amount is reclassified to profit or loss.
- Tax charges and credits attributable to exchange differences on those monetary items are also recorded in OCI.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).
In determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which the Group initially recognises the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, the Group determines the transaction date for each payment or receipt of advance consideration.
Fair value measurement
The Group measures financial instruments, such as, derivatives at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
- In the principal market for the asset or liability, or
- In the absence of a principal market, in the most advantageous market for the asset or liability The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participants ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the Restated consolidated financial information are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
- Level 1 Quoted (unadjusted) market prices in active markets for identical assets or liabilities
- Level 2 Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
- Level 3 Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
For assets and liabilities that are recognised in the Restated consolidated financial information on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
External valuers are involved for valuation of significant liabilities, such as contingent consideration. Involvement of external valuers is decided upon annually by the management. Selection criteria include market knowledge, reputation, independence and whether professional standards are maintained.
At each reporting date, the management analyses the movements in the values of assets and liabilities which are required to be
remeasured or re-assessed as per the Groups accounting policies. For this analysis, the management verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.
This note summarises accounting policy for fair value. Other fair value related disclosures are given in the relevant notes.
Revenue from contract with customers
Revenue is recognized to depict the transfer of control of promised services to customers upon the satisfaction of performance obligation under the contract in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those services. Consideration includes services contributed by the customer, as non-cash consideration, over which Group has control.
Where performance obligation is satisfied over time, Group recognizes revenue over the contract period. Where performance obligation is satisfied at a point in time, Group recognizes revenue when customer obtains control of promised services in the contract.
Revenue is recognized net of any taxes collected from customers, which are remitted to governmental authorities.
Where the Group acts as an agent for selling services, only the commission income is included within revenue. The specific revenue recognition criteria described below must also be met before revenue is recognized. Typically, the Group has a right to payment before or at the point that services are delivered. Cash received before the services are delivered is recognised as a contract liability. The amount of consideration does not contain a significant financing component as payment terms are less than one year.
The Group also records provision for sales return on the basis of the best estimate of expected products return subsequent to the period end based on the historical past.
Revenue for marketing fees
Revenues from operating an internet portal providing all sorts of information about various deals for products and services are recognised upon rendering of services and measured on delivery of products. Revenue is recognized when the control in service s is transferred as per the terms of the agreement with customer i.e. as and when services are rendered. Revenues are disclosed net of the Goods and Service tax charged on such services. Revenues from products shipped are deferred till it is delivered to the ultimate customers and is disclosed as deferred revenue. Revenues from advertisements are recognised as and when displayed in the internet portal. The Group is acting as an agent in these arrangements.
Other operating revenue
Other operating revenue includes Revenue for freight and collection, Revenue for Software as a Service income (SaaS), Sale from trading of goods, Income for incentive schemes, which are explained below. Service level penalties for delay, faulty deliveries, stock out etc. recovered from the sellers are recognised once right to recover is established and it is reasonable to expect ultimate collection.
- Revenue for Freight and Collection
Revenues from Freight and Collection includes services for collection, fulfilment centre, packaging facilitation, courier facilitation, RTO/RPR fees, closing fees and freight charges and freight charges recovered from the customers etc. are recognised upon rendering of services and measured on delivery of products. Revenue from reverse shipments e.g. courier fees, payment collection fees etc. are recognised upon delivery of products to sellers and it is reasonable to expect ultimate collection. The Group is acting as an agent in these arrangements.
- Revenue for Software as a Service Income (SaaS)
Revenues from SaaS Income comprises of following:
i) Fixed income per transaction unit and is recognised when related transactions are performed with customers. Each transaction unit is defined as single shipment and return shipment as performed by customers. Revenue from services are deferred till it is received by the customers and is disclosed as deferred revenue.
ii) Revenue from Other support fee is recognised when the Group carries out certain customizations/modifications or other changes depending on the clients requirement.
iii) Revenue from professional fee is recognised upon rendering of professional services on a monthly basis. Discounts provided to customers are netted off from the revenue from contracts with customers.
The Group also provide shipping platform to its customer for shipping of their product though various courier providers. Revenue has been recognised when control over the services transfers to the customer.
The Group is acting as the principal in these arrangements.
- Sale from trading of goods
Revenue is measured at the fair value of the consideration received or receivable.
Further, revenue from sale of goods is recognized based on a 5-Step Methodology which is as follows:
Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligation in contract Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation
The amount of revenue recognised is based on the estimated transaction price, which comprises the contractual price, net of discounts and adjusted for expected returns. Based on the Companys experience with similar types of contracts, variable consideration is typically constrained and is included in the transaction only to the extent that it is a highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
Any types of discounts, incentives, refunds and promotional offers given to customers are treated as consideration payable to the customer and are netted from revenue.
Purchase of traded goods represents procurement cost of goods sold to generate the above revenue. The Group is acting as the principal in these arrangements.
- Income for incentive schemes
Open Network for Digital Commerce (ONDC) has come up with an incentive structure to reward its constituent e- commerce platforms not just on the basis of order volumes, but also on the rate of order growth and the incentive income is recognized at the time of delivery of the product. The Group is acting as an agent in these arrangements.
Interest
For all debt instruments measured either at amortised cost or at fair value through other comprehensive income, interest income is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset or to the amortised cost of a financial liability. When calculating the effective interest rate, the Group estimates the expected cash flows by considering all the contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) but does not consider the expected credit losses. Interest income is included in other income in the Restated Consolidated Summary Statement of Profit and Loss.
Contract balances
The policy for contract balances i.e. contract assets, trade receivables and contract liabilities is as follows:
- Contract assets
A contract asset is the right to receive consideration in exchange for services already transferred to the customer (which consist of unbilled revenue). By transferring services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is unconditional.
- Trade receivables
A receivable represents the Groups right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Refer to accounting policies of financial assets in financial instruments - initial recognition and subsequent measurement.
- Contract liabilities
A contract liability is the obligation to deliver services to a customer for which the Group has received consideration or part thereof (or an amount of consideration is due) from the customer. If a customer pays consideration before the Group deliver services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Group performs under the contract. Contract liabilities are primarily from deferred revenue and customer advance for which services are yet to be rendered on the reporting date either in full or in parts.
Assets and liabilities arising from rights of return
Refund liabilities
A refund liability is recognised for the obligation to refund some or all of the consideration received (or receivable) from the customer. The Groups refund liabilities arise from customers right of return. The Group updates its estimates of refund liabilities (and the corresponding change in the transaction price) at the end of each reporting period.
Taxes
Current income tax
Current income-tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India and tax laws prevailing in the respective tax jurisdictions where the Group operates. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.
Current income tax relating to items recognised outside profit or loss is recognised outside Restated Consolidated profit or loss (either in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. The Group shall reflect the effect of uncertainty for each uncertain tax treatment by using either most likely method or expected value method, depending on which method predicts better resolution of the treatment.
Deferred tax
Deferred tax is provided using the balance sheet approach on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
- When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences
- In respect of taxable temporary differences associated with investments in subsidiaries and associates, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except:
- When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences
- In respect of deductible temporary differences associated with investments in subsidiaries and associates, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.
Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, are recognised subsequently if new information about facts and circumstances change. Acquired deferred tax benefits recognised
within the measurement period reduce goodwill related to that acquisition if they result from new information obtained about facts and circumstances existing at the acquisition date. If the carrying amount of goodwill is zero, any remaining deferred tax benefits are recognised in OCI/ capital reserve depending on the principle explained for bargain purchase gains. All other acquired tax benefits realised are recognised in profit or loss.
The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Property, plant and equipment
Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Capital work in progress is stated at cost, net of accumulated impairment loss, if any. Such cost includes the cost of replacing part of the property, plant and equipment and borrowing costs if the recognition criteria are met. When significant parts of property, plant and equipment are required to be replaced at intervals, the Group depreciates them separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the property, plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred.
Depreciation is calculated on a straight-line basis using the rates arrived at based on the useful lives estimated by the management. The Group has used the following useful lives to provide depreciation on its fixed assets as per schedule II:
| Category of assets | Estimated useful life |
| Computers and data processing units | 3-6 years |
| Motor Vehicles | 8 years |
| Electric equipments | 10 years |
| Furniture and fittings | 10 years |
| Office equipments | 5 years |
Leasehold Improvements are amortised on a straight line basis over the lower of lease term or useful life of the respective assets.
Depreciation on assets purchased during the year is provided on pro rata basis from the date of purchase of fixed assets.
An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the Restated consolidated Statement of Profit and Loss when the asset is derecognised.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial period end and adjusted prospectively, if appropriate.
The Group has a policy to perform the physical verification of the fixed assets once in every three years.
Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Internally generated intangibles, excluding capitalised development costs, are not capitalised and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the statement of profit and loss unless such expenditure forms part of carrying value of another asset. Technology cost includes all the manpower expenses associated with development, acquisition, implementation, deployment, maintenance of technology. Further capitalisation of technology cost is done based on 2 years assessment
performed and the Group shall perform a recoverability test at the year end to determine if an impairment loss has occurred by evaluating whether the future value of the assets undiscounted cash flows is less than the book value of the asset. If the cash flows are less than book value, the loss is measured & correspondingly recognised.
Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit and loss. when the asset is derecognised.
| Category of assets | Estimated useful life | Internally generated or acquired |
| Goodwill | Indefinite life (No amortisation) | Acquired |
| Customer Relationship | 3 years | Acquired |
| Technology / Software* | 3-8 years | Acquired |
| Brands / Trademarks | 5 years | Acquired |
| Domain and website | 5 years | Acquired |
| Computer software | 5 years | Acquired |
| Knowhow, business and commercial rights | 5 years | Acquired |
| Internally generated technology* | 2-8 years | Internally generated |
Development expenditures on an individual project are recognised as an intangible asset when the Group can demonstrate:
- The technical feasibility of completing the intangible asset so that the asset will be available for use or sale
- Its intention to complete and its ability and intention to use or sell the asset
- How the asset will generate future economic benefits
- The availability of resources to complete the asset
- The ability to measure reliably the expenditure during development
Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete, and the asset is available for use. It is amortised over the period of expected future benefit. Amortisation expense is recognised in the restated consolidated statement of profit and loss unless such expenditure forms part of carrying value of another asset. During the period of development, the asset is tested for impairment annually.
*Based on technical evaluation, the Management believes that the useful lives as given above best represent the period over which the Management expects to use these assets. Hence, the useful lives for these assets is different from the useful lives as prescribed under Part C of Schedule II of the Companies Act 2013.
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.
Leases
On initial application of Ind AS 116, the Group recognised a lease liability and right of use asset measured at the present value of all the remaining lease payments, discounted using the Groups incremental borrowing rate at 01 April 2019.
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low- value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.
i) Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.
If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.
The right-of-use assets are also subject to impairment. Refer to the accounting policies in section (l) Impairment of non-financial assets.
As a practical expedient, Ind AS 116 permits a lessee not to separate non-lease components, by class of underlying asset and instead account for any lease and associated non-lease components as a single arrangement. The Group has used this practical expedient.
ii) Lease Liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.
iii) Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
iv) Group as a lessor
Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset is classified as operating leases. Rental income arising is accounted for on a straight-line basis over the lease terms. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset, i.e., asset given on lease, and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.
Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from the Group to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the Groups net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the net investment outstanding in respect of the lease.
Impairment of non-financial assets
The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the assets recoverable amount. An assets recoverable amount is the higher of an assets or cash-generating units (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or Groups of assets.
When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.
The Group bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Groups CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five periods. For longer periods, a long-term growth rate is calculated and applied to project future cash flows after the fifth period. To estimate cash flow projections beyond periods covered by the most recent budgets/forecasts, the Group extrapolates cash flow projections in the budget using a steady or declining growth rate for subsequent periods, unless an increasing rate can be justified. In any case, this growth rate does not exceed the long-term average growth rate for the products, industries, or country or countries in which the entity operates, or for the market in which the asset is used.
Impairment losses of continuing operations, including impairment on inventories, are recognised in the statement of profit and loss, except for properties previously revalued with the revaluation surplus taken to OCI. For such properties, the impairment is recognised in OCI up to the amount of any previous revaluation surplus.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Group estimates the assets or CGUs recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the assets recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior periods. Such reversal is recognised in the statement of profit or loss unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.
Goodwill is tested for impairment annually near year end and when circumstances indicate that the carrying value may be impaired.
Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or Group of CGUs) to which the goodwill relates. When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods.
Intangible assets with indefinite useful lives are tested for impairment annually at the CGU level, as appropriate, and when circumstances indicate that the carrying value may be impaired.
Provisions and contingent liabilities
General
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the restated consolidated statement of profit and loss net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Provisions for onerous contracts
Provisions for onerous contracts are recognized when the expected benefits to be derived by the Group from a contract are lower than the unavoidable costs of meeting the future obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Group recognizes any impairment loss on the assets associated with that contract.
Contingent liabilities
Contingent liability is a possible obligation that arises from past events and the existence of which will be confirmed only by the occurrence or non-occurrence of one are more uncertain future events not wholly within the control of the Group, or is a present obligation that arises from past event but is not recognised because either it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or a reliable estimate of the amount of the obligation cannot be made. Contingent liabilities are disclosed and not recognised.
Retirement and other employee benefits
Retirement benefit in the form of provident fund is a defined contribution scheme. The Group has no obligation, other than the contribution payable to the provident fund. The Group recognizes contribution payable to the provident fund scheme as an expense, when an employee renders the related service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognized as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund.
In accordance with Indian law, the Group provides for gratuity, a defined benefit retirement plan (the “Gratuity Plan”) covering all employees. The Gratuity Plan provides a lump sum payment to vested employees on retirement or on termination of employment for an amount based on the respective employees salary and the periods of employment with the Group.
The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method based on an actuarial valuation performed by an independent actuary.
Remeasurements, comprising of actuarial gains and losses, excluding amounts included in net interest on the net defined benefit liability, are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.
Past service costs are recognised in profit or loss on the earlier of:
- The date of the plan amendment or curtailment, and
- The date that the Group recognises related restructuring costs
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Group recognises the following changes in the net defined benefit obligation as an expense in the consolidated statement of profit and loss:
- Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non routine settlements; and
- Net interest expense or income.
Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short-term employee benefit. The Group measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date. The Group recognizes expected cost of short-term employee benefit as an expense, when an employee renders the related service.
The Group treats accumulated leave, as a long-term employee benefit for measurement purposes. Such long-term compensated absences are provided for based on an actuarial valuation using the projected unit credit method at the period-end. Actuarial gains/losses are immediately taken to the restated consolidated statement of profit and loss and are not deferred. The Group presents the entire liability in respect of leave as a current liability in the balance sheet, since it does not have an unconditional right to defer its settlement beyond 12 months after the reporting date.
Share-based payments
Employees (including senior executives) of the Group receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions).
Equity Settles transactions
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model.
That cost is recognised, together with a corresponding increase in share-based payment (SBP) reserves in equity, over the period in which the performance and/or service conditions are fulfilled in employee benefits expense. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Groups best estimate of the number of equity instruments that will ultimately vest. The restated
consolidated statement of profit and loss expense or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in employee benefits expense.
Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Groups best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.
No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.
When the terms of an equity-settled award are modified, the minimum expense recognised is the expense had the terms had not been modified, if the original terms of the award are met. An additional expense is recognised for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.
Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial assets contractual cash flow charade ristics and the Group business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. T rade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price determined under Ind AS 115. Refer to the accounting policies in section (f) Revenue from contract with customers.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI) on the principal amount outstanding. This assessment i s referred to as the SPPI test and is performed at an instrument level.
The Group business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows while financial assets classified and measured at fair value through OCI are held within a business model with the objective of both holding to collect contractual cash flows and selling.
Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Group commits to purchase or sell the asset.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
- Debt instruments at amortised cost
- Debt instruments at fair value through other comprehensive income (FVTOCI)
- Debt instruments, derivatives and equity instruments at fair value through profit or loss (FVTPL)
- Equity instruments measured at fair value through other comprehensive income (FVTOCI)
Debt instruments at amortised cost
A ‘debt instrument is measured at the amortised cost if both the following conditions are met:
a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the profit or loss. The losses arising from impairment are recognised in the profit or loss. This category generally applies to trade and other receivables.
Debt instrument at Fair Value Through Other Comprehensive Income (FVTOCI)
A ‘debt instrument is classified as at the FVTOCI if both of the following criteria are met:
a) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and
b) The assets contractual cash flows represent SPPI.
Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognized in the other comprehensive income (OCI). However, the Group recognizes interest income, impairment losses & reversals and foreign exchange gain or loss in the restated consolidated statement of profit and loss. On derecognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from the equity to P&L. Interest earned whilst holding FVTOCI debt instrument is reported as interest income using the EIR method.
Debt instrument at Fair Value through Profit or Loss (FVTPL)
FVTPL is a residual category for debt instruments. Any debt instrument, which does not meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as at FVTPL.
In addition, the Group may elect to designate a debt instrument, which otherwise meets amortized cost or FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as ‘accounting mismatch). The Group has not designated any debt instrument as at FVTPL.
Debt instruments included within the FVTPL category are measured at fair value with all changes recognized in the P&L.
Equity investments
All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading and contingent consideration recognised by an acquirer in a business combination to which Ind AS103 applies are classified as at FVTPL. For all other equity instruments, the Group may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Group makes such election on an instrument-by- instrument basis. The classification is made on initial recognition and is irrevocable.
If the Group decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to Restated consolidated statement of profit and loss, even on sale of investment. However, the Group may transfer the cumulative gain or loss within equity.
Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the P&L.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a Group of similar financial assets) is primarily derecognised (i.e. removed from the Groups balance sheet) when:
- The rights to receive cash flows from the asset have expired, or
- The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement,
it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognise the transferred asset to the extent of the Groups continuing involvement. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.
Impairment of financial assets
For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The application of simplified approach does not require the Group to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
For recognition of impairment loss on other financial assets and risk exposure, the Group determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL.
Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months after the reporting date.
ECL is the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.The Groups financial liabilities include trade and o ther payables, loans and borrowings including bank overdrafts and derivative financial instruments.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by Ind AS 109. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.
Gains or losses on liabilities held for trading are recognised in the profit or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/ loss are not subsequently transferred to P&L. However, the Group may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit or loss. The Group has not designated any financial liability as at fair value through profit and loss.
Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the restated consolidated statement of profit or loss.
Embedded derivatives
An embedded derivative is a component of a hybrid (combined) instrument that also includes a non-derivative host contract - with the effect that some of the cash flows of the combined instrument vary in a way similar to a consolidated derivative. An embedded derivative causes some or all of the cash flows that otherwise would be required by the contract to be modified according to a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable, provided in the case of a non-financial variable that the variable is not specific to a party to the contract. Reassessment only occurs if there is either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required or a reclassification of a financial asset out of the fair value through profit or loss.
If the hybrid contract contains a host that is a financial asset within the scope of Ind AS 109, the Group does not separate embedded derivatives. Rather, it applies the classification requirements contained in Ind AS 109 to the entire hybrid contract. Derivatives embedded in all other host contracts are accounted for as separate derivatives and recorded at fair value if their economic characteristics and risks are not closely related to those of the host contracts and the host contracts are not held for trading or designated at fair value though profit or loss. These embedded derivatives are measured at fair value with changes in fair value recognised in profit or loss, unless designated as effective hedging instruments.
Reclassification of financial assets
The Group determines classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. Changes to the business model are expected to be infrequent. The Groups senior management determines change in the business model as a result of external or internal changes which are significant to the Groups operations. Such changes are evident to exte rnal parties. A change in the business model occurs when the Group either begins or ceases to perform an activity that is significant to its operations. If the Group reclassifies financial assets, it applies the reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period following the change in business model. The Group does not restate any previously recognised gains, losses (including impairment gains or losses) or interest.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the restated consolidated balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Groups cash management.
Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decisionmaker. The Chief Operating decision-maker is responsible for allocating resources and assessing performance of the operating segments and makes strategic decisions.
Earnings Per Share (EPS)
Basic EPS amounts are calculated by dividing the profit/loss for the period attributable to equity holders of the Parent Company by the weighted average number of Equity shares outstanding during the period/year.
Partly paid equity shares are treated as a fraction of an equity share to the extent that they are entitled to participate in dividends relative to a fully paid equity share during the reporting period/year. The weighted average number of equity shares outstanding during the period/year is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.
Diluted EPS amounts are calculated by dividing the profit/loss attributable to equity holders of the Parent Company by the weighted average number of Equity shares outstanding during the period plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.
Cash flow statement
Cash flows are reported using the indirect method, whereby loss for the period is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Group are segregated.
Events after the reporting period
Based on the nature of the event, the Group identifies the events occurring between the balance sheet date and the date on which the restated consolidated financial information are approved as ‘Adjusting Event and ‘Non-adjusting event. Adjustments to assets and liabilities are made for events occurring after the balance sheet date that provide additional information materially affecting the determination of the amounts relating to conditions existing at the balance sheet date or because of statutory requirements or because of their special nature. For non-adjusting events, the Group may provide a disclosure in the restated consolidated financial information considering the nature of the transaction.
Inventories
Inventories are valued at the lower of cost or net realisable value. Costs incurred in bringing each product to its present location and condition are accounted for as follows:
Traded goods: cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost is determined on weighted average basis.Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
Exceptional items
Exceptional items refer to items of income or expense within the Restated Consolidated Summary Statement of Profit and Loss from ordinary activities which are non-recurring and are of such size, nature or incidence that their separate disclosure is considered necessary to explain the performance of the Group.
Change in Accounting Policy
The Group has updated its policy to recognize changes in the fair value of such put option liabilities directly in retained Earnings under other equity. As part of this change, the relevant portion of non controlling interests is derecognized and reclassified as a financial liability, with subsequent changes in fair value carried through equity. Previously, these liabilities were remeasured at fair value at each reporting date, with the resulting changes recognized in other expenses in the restated consolidated summary statement of profit and loss.
The impact of the change in accounting policy resulted in a reduction of other expenses amounting to Rs1,102.62 million for the financial year 2024 and Rs146.59 million for the financial year 2023, thereby reducing the overall loss of the company during the aforementioned years. There is no impact on the financial position of the Group as at March 31, 2024, and as at March 31, 2023.
Key Components of our Statement of Profit and Loss
The following descriptions set forth information with respect to the key components of our profit and loss statements.
Revenue
Total Income consists of (i) Revenue from operations and (ii) Other income.
Revenue from operations comprises of:
Revenue for marketing fees
Revenues from operating an internet portal providing all sorts of information about various deals for products and services are recognised upon rendering of services and measured on delivery of products. Revenue is recognized when the control in service s is transferred as per the terms of the agreement with customer i.e. as and when services are rendered. Revenues are disclosed net of the Goods and Service tax charged on such services. Revenues from products shipped are deferred till it is delivered to the ultimate customers and is disclosed as deferred revenue. Revenues from advertisements are recognised as and when displayed in the internet portal. The Group is acting as an agent in these arrangements.
Other operating revenue
Other operating revenue includes Revenue for freight and collection, Revenue for Software as a Service income (SaaS), Sale from trading of goods, Income for incentive schemes, which are explained below. Service level penalties for delay, faulty deliveries, stock out etc. recovered from the sellers are recognised once right to recover is established and it is reasonable to expect ultimate collection.
Freight and collection income
Revenues from Freight and Collection includes services for collection, fulfilment centre, packaging facilitation, courier facilitation, RTO/RPR fees, closing fees and freight charges and freight charges recovered from the customers etc. are recognised upon rendering of services and measured on delivery of products. Revenue from reverse shipments e.g. courier fees, payment collection fees etc. are recognised upon delivery of products to sellers and it is reasonable to expect ultimate collection. The Group is acting as an agent in these arrangements.
Software as a Service Income (SaaS)
Revenues from SaaS Income comprises of following:
i) Fixed income per transaction unit and is recognised when related transactions are performed with customers. Each transaction unit is defined as single shipment and return shipment as performed by customers. Revenue from services are deferred till it is received by the customers and is disclosed as deferred revenue.
ii) Revenue from Other support fee is recognised when the Group carries out certain customizations/modifications or other changes depending on the clients requirement.
iii) Revenue from professional fee is recognised upon rendering of professional services on a monthly basis. Discounts provided to customers are netted off from the revenue from contracts with customers.
The Group also provide shipping platform to its customer for shipping of their product though various courier providers. Revenue has been recognised when control over the services transfers to the customer.
The Group is acting as the principal in these arrangements.
Sale from trading of goods
Revenue from sale of goods is recognised when goods are delivered and control has been transferred to the customer. Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of variable consideration and returns) allocated to that performance obligation. The transaction price of goods sold and services rendered is net of variable consideration on account of various discounts and schemes offered by the Company as part of the contract includes estimated customer returns.
However, Goods and Service Tax (GST) is not received by the Company in its own account. Rather, it is tax collected on value added to the commodity by the seller on behalf of the government. Accordingly, it is excluded from revenue. Further sales are recognised, net of returns and trade discounts, rebates, and Goods and Services Tax (GST).
Under the Companys standard contract terms, customers have a right of return goods as per Companys policy. An corresponding adjustment to revenue is recognised for those products expected to be returned. At the same time, the Company has a right to recover the product when customers exercise their right of return; consequently, the Company recognises a right- to-returned-goods asset and a corresponding adjustment to cost of sales. The Company uses its accumulated historical experience to estimate the number of returns on a seasonal basis using past trend.
Marketplace Sales: Revenue recognized net of marketplace commission and net of returns, discounts, taxes (GST)
Other incentive income
Open Network for Digital Commerce (ONDC) has come up with an incentive structure to reward its constituent e-commerce platforms not just on the basis of order volumes, but also on the rate of order growth and the incentive income is recognized at the time of delivery of the product. The Group is acting as an agent in these arrangements.
Other income comprises of:
(a) interest income on bank deposits, and income tax refund (b) net gain on sale of current investments (c) profit on sale of property, plant and equipment (d) liabilities no longer required written back, (e) Income on financial instruments at fair value through profit and loss ( (f) unwinding of discount on financial assets at amortised cost (g) gain on termination of lease and (h) sublease income.
Expenses
Expenses consist primarily of (i) purchases of traded goods (ii) changes in inventories of traded goods (iii) logistics expense
(iv) employee benefits expense (v) finance costs (vi) depreciation and amortisation expense (vii) other expenses.
Employee benefits expense
Employee benefits expense comprises (i) salary, wages and bonus (ii) contribution to provident and other funds (iii) gratuity expense (iv) compensated absences (v) share-based payment expense (employee stock option scheme) of the Company and its subsidiary, Unicommerce eSolutions Limited (vi) staff welfare, recruitment and training expenses.
Finance costs
Finance cost comprises of interest on (a) lease liabilities (b) bank overdraft (c) micro and small enterprises under Micro, Small and Medium Enterprises Development (MSMED) Act, 2006.
Depreciation and amortisation expense
Depreciation and amortisation expense comprises (i) depreciation of property, plant and equipment (ii) amortisation of intangible assets, and (iii) depreciation of right of use assets.
Other expenses
Other expenses primarily comprise (i) insurance (ii) hosting charges (iii) content writing charges (iv)software expenses (v) marketing and business promotion expense (vi) outsource manpower (vii)exchange differences (net) (viii) provision for doubtful Goods and Services Tax (GST) (ix) expected credit loss on trade receivables (x) provision for doubtful advances (xi) provision for doubtful security deposits (xii) communication charges (xiii) legal and professional fees (xiv) payment to auditor (xv) power and fuel (xvi) rates and taxes (xvii) rent (xviii) repair & maintenance (xix) travelling expenses (xx) bank charges (xxi) loss on sale of property, plant and equipment (xxii) corporate social responsibility expenditure (xxiii) miscellaneous expenses.
Exceptional items
Exceptional items consist of income from sale of investment in (i) freecharge (ii) expected credit loss on security deposit and (iii) legal and professional expenses.
Taxes
Taxes consists of income tax expense.
Total tax expense
Total tax expense primarily comprises current tax and deferred tax in respect of the current period/year.
Our Results of Operations
The following table sets forth select financial data for the six months period ended September 30, 2025 and September 30, 2024 and Financial Years 2025, 2024 and 2023, the components of which are also expressed as a percentage of total income for such period/years.
| Particulars | For the six months period ended | For the Financial Year ended | ||||||||
| September 30, 2025 | September 30, 2024 | March 31, 2025 | March 31, 2024 | March 31, 2023 | ||||||
| Rs in millions | (%) of Total Income | Rs in millions | (%) of Total Income | Rs in millions | (%) of Total Income | Rs in millions | (%) of Total Income | Rs in millions | (%) of Total Income | |
Income |
||||||||||
| Revenue from operations | 2,444.21 | 97.03% | 1,811.74 | 97.15% | 3,950.19 | 97.11% | 3,797.61 | 98.71% | 3,719.63 | 95.84% |
| Other income | 74.88 | 2.97% | 53.18 | 2.85% | 117.51 | 2.89% | 49.79 | 1.29% | 161.63 | 4.16% |
Total income |
2,519.09 | 100% | 1,864.92 | 100% | 4,067.70 | 100% | 3,847.40 | 100% | 3,881.26 | 100% |
Expenses |
||||||||||
| Purchase of traded goods | 38.26 | 1.52% | 5.77 | 0.31% | 24.86 | 0.61% | 211.78 | 5.50% | 56.20 | 1.45% |
| Changes in inventories of traded goods | (8.76) | (0.35%) | 77.79 | 4.17% | 79.10 | 1.94% | (55.22) | (1.44%) | (39.26) | (1.01%) |
Particulars |
For the six months period ended | For the Financial Year ended | ||||||||
| September 30, 2025 | September 30, 2024 | March 31, 2025 | March 31, 2024 | March 31, 2023 | ||||||
| Rs in millions | (%) of Total Income | Rs in millions | (%) of Total Income | Rs in millions | (%) of Total Income | Rs in millions | (%) of Total Income | Rs in millions | (%) of Total Income | |
| Logistics expense | 1,125.67 | 44.69% | 613.64 | 32.90% | 1,531.90 | 37.66% | 1,075.82 | 27.96% | 1,587.55 | 40.90% |
| Employee benefits expense | 813.78 | 32.30% | 810.43 | 43.46% | 1,491.17 | 36.66% | 1,583.98 | 41.17% | 3,075.33 | 79.24% |
| Finance costs | 9.25 | 0.37% | 12.08 | 0.65% | 16.46 | 0.40% | 21.53 | 0.56% | 9.07 | 0.23% |
| Depreciation and amortisation expense | 75.22 | 2.99% | 38.35 | 2.06% | 111.55 | 2.74% | 78.31 | 2.04% | 121.85 | 3.14% |
| Other expenses | 657.55 | 26.10% | 647.13 | 34.70% | 1,282.49 | 31.53% | 1,360.47 | 35.36% | 1,900.30 | 48.96% |
Total expense |
2,710.97 | 107.62% | 2,205.19 | 118.25% | 4,537.53 | 111.55% | 4,276.67 | 111.16% | 6,711.04 | 172.91% |
Restated loss before exceptional items and tax |
(191.88) | (7.62%) | (340.27) | (18.25%) | (469.83) | (11.55%) | (429.27) | (11.16%) | (2,829.78) | (72.91%) |
| Exceptional items | - | - | (736.05) | (39.47%) | (736.05) | (18.09%) | (28.30) | (0.74%) | 178.30 | 4.59% |
Restated loss before tax |
(191.88) | (7.62%) | (1,076.32) | (57.71%) | (1,205.88) | (29.65%) | (457.57) | (11.89%) | (2,651.48) | (68.31%) |
| Current tax | 39.13 | 1.55% | 32.70 | 1.75% | 65.58 | 1.61% | 59.23 | 1.54% | 30.81 | 0.79% |
| Deferred tax | (6.39) | (0.25%) | (5.03) | (0.27%) | (12.08) | (0.30%) | (3.83) | (0.10%) | (6.97) | (0.18%) |
Total tax expense |
32.74 | 1.30% | 27.67 | 1.48% | 53.50 | 1.32% | 55.40 | 1.44% | 23.84 | 0.61% |
Restated loss for the period/year |
(224.62) | (8.92%) | (1,103.99) | (59.20%) | (1,259.38) | (30.96%) | (512.97) | (13.33%) | (2,675.32) | (68.93%) |
Restated other comprehensive income/(loss) |
||||||||||
| (Other comprehensive income/(loss) not to be reclassified to profit or loss: | ||||||||||
| Remeasurement gains/(losses) on defined benefit plans | 0.71 | 0.03% | 1.33 | 0.07% | 0.96 | 0.02% | 1.70 | 0.04% | (3.86) | (0.10%) |
| Income tax effect | 0.29 | 0.01% | (0.08) | (0.00%) | (0.78) | (0.02%) | (0.68) | (0.02%) | 0.85 | 0.02% |
Restated other comprehensive income/(loss) for the period/year, net of tax |
1.00 | 0.04% | 1.25 | 0.07% | 0.18 | 0.00% | 1.02 | 0.03% | (3.01) | (0.08%) |
Restated total comprehensive loss for the period/year, net of tax |
(223.62) | (8.88%) | (1,102.74) | (59.13%) | (1,259.20) | (30.96%) | (511.96) | (13.31%) | (2,678.32) | (69.01%) |
As per the requirements of Ind AS 108 - Operating Segments, the table below provides a breakdown of our revenue from operations by operating segments for the periods/years indicated:
| Particulars | For the six months period ended | For the Financial year ended | |||
| September 30, 2025 | September 30, 2024 | March 31, 2025 | March 31, 2024 | March 31, 2023 | |
| (Rs in millions) | |||||
| Revenue from operations - Marketplace (A) | 1,426.57 | 1,162.05 | 2,498.67 | 2,528.87 | 2,795.05 |
| Particulars | For the six months period ended | For the Financial year ended | |||
| September 30, 2025 | September 30, 2024 | March 31, 2025 | March 31, 2024 | March 31, 2023 | |
| (Rs in millions) | |||||
| Revenue from operations - SaaS (B) | 963.16 | 567.76 | 1,347.90 | 1,035.81 | 900.58 |
| Revenue from operations - Consumer Brands (C) | 57.58 | 84.29 | 114.18 | 236.30 | 24.00 |
| Revenue from operations - Inter segment eliminations (D) | (3.10) | (2.36) | (10.56) | (3.37) | |
| Total (E=A+B+C+D) | 2,444.21 | 1,811.74 | 3,950.19 | 3,797.61 | 3,719.63 |
As per the requirements of Ind AS 108 - Operating Segments, the table below provides a breakdown of our marketing and business promotion expense by operating segments for further explanation for the periods/years indicated:
| Particulars | For the six months period ended | For the Financial Year ended | |||
| September 30, 2025 | September 30, 2024 | March 31, 2025 | March 31, 2024 | March 31, 2023 | |
| (Rs in millions) | |||||
| Marketing and business promotion expense - Marketplace (A) | 380.27 | 306.82 | 631.82 | 585.46 | 868.82 |
| Marketing and business promotion expense - SaaS (B) | 29.25 | 24.46 | 49.88 | 38.01 | 39.37 |
| Marketing and business promotion expense - Consumer Brands (C) | 9.57 | 32.96 | 41.80 | 61.76 | 6.30 |
| Marketing and business promotion expense - Inter segment eliminations (D) | |||||
| Total (E=A+B+C+D) | 419.09 | 364.24 | 723.50 | 685.23 | 914.49 |
Six Months Period Ended September 30, 2025 compared to Six Months Period Ended September 30, 2024 Income
The table below sets forth details in relation to our income for the six months period ended September 30, 2025 and for the six months period ended September 30, 2024:
| Particulars | For the Six Months Period ended | Percentage Difference (%) (A-B)/B% | |
| September 30, 2025 | September 30, 2024 | ||
| (in Rs millions) (A) | (in Rs millions) (B) | ||
| Income | |||
| Revenue from operations | 2,444.21 | 1,811.74 | 34.91% |
| Other income | 74.88 | 53.18 | 40.80% |
| Total income | 2,519.09 | 1,864.92 | 35.08% |
Our total income increased by Rs654.17 million, or 35.08%, to Rs2,519.09 million for the six months period ended September 30, 2025 from Rs1,864.92 million for the six months period ended September 30, 2024, primarily due to an increase in revenue from operations, which increased by Rs632.47 million, or 34.91%, to Rs2,444.21 million for the six months period ended September 30, 2025 from Rs1,811.74 million for the six months period ended September 30, 2024. Additionally, other income increased by Rs21.70 million, or 40.80%, to Rs74.88 million for the six months period ended September 30, 2025 from Rs53.18 million for the six months period ended September 30, 2024. •
• Revenue from operations: Our revenue from operations increased by Rs632.47 million, or 34.91%, to Rs2,444.21 million for the six months period ended September 30, 2025 from Rs1,811.74 million for the six months period ended September 30, 2024. The below details describe our change in revenue at a segment level.
• Revenue from operations - Marketplace: As per Ind AS 108 - Operating Segments, our revenue from operations - marketplace increased by Rs264.52 million, or 22.76%, to Rs1,426.57 million for the six months period ended September 30, 2025 from Rs1,162.05 million for the six months period ended September 30, 2024. This revenue pertains to Snapdeal. The increase was primarily due to increase in our delivered units and NMV. Our delivered units increased from 8.95 million for the six months period ended September 30, 2024 to 12.99 million for the six months period ended September 30, 2025, an increase of 45.14%. Our NMV increased from Rs3,810.23 million for the six months period ended September 30, 2024 to Rs5,438.59 million for the six months period ended September 30, 2025, an increase of 42.74%. The difference between the growth rates of delivered units and NMV compared to the growth rate in our revenue from operations - marketplace, as per Ind AS 108 - Operating Segments, reflects the continued implementation of our strategic decision to lower the cost of doing business for our sellers by passing on our cost efficiencies and thereby offering attractive price points to customers. This is demonstrated by revenue from operations - Marketplace as a % of NMV, as per Ind AS 108 - Operating Segments, was 26.23% for the six months period ended September 30, 2025 compared to 30.50% for the six months period ended September 30, 2024.
• Revenue from operations - SaaS: As per the requirements of Ind AS 108 - Operating Segments, our revenue from operations - SaaS grew by Rs395.40 million, or 69.64%, to Rs963.16 million for the six months period ended September 30, 2025 from Rs567.76 million for the six months period ended September 30, 2024. It excludes inter segment eliminations, with Rs3.10 million and Rs2.36 million recorded for the six months period ended September 30, 2025 and for the six months period ended September 30, 2024, respectively. The growth was primarily driven by demand for our eCommerce enablement solutions, including the flagship Uniware platform, along with the strategic acquisition of Shipway Technology Private Limited. The increase also reflects the inclusion of revenue from Shipway and Convertway in the six months period ended September 30, 2025, whereas no such contribution was recorded in the corresponding period of the previous year.
• Revenue from operations - Consumer Brands: As per the requirements of Ind AS 108 - Operating Segments, our revenue from operations - consumer brands, which pertains to Stellaro Brands, decreased by Rs26.71 million, or 31.69%, to Rs57.58 million for the six months period ended September 30, 2025 from Rs84.29 million for the six months period ended September 30, 2024, primarily due to a reduction in business from online channels as part of our efforts to optimize operational efficiency and profitability.
• Revenue from operations - Inter segment eliminations: As per the requirements of Ind AS 108 - Operating Segments, the inter segment eliminations increased by Rs0.74 million to Rs3.10 million in for the six months period ended September 30, 2025 from Rs2.36 million for the six months period ended September 30, 2024.
Other income: Our other income increased by Rs21.70 million, or 40.80%, to Rs74.88 million for the six months period ended September 30, 2025 from Rs53.18 million for the six months period ended September 30, 2024, primarily due to:
An increase in interest income on income tax refund, which grew by Rs14.93 million, or 129.49%, to Rs26.46 million for the six months period ended September 30, 2025 from 1.53 million for the six months period ended September 30, 2024; A rise in interest income on bank deposits, which increased by Rs7.84 million, or 26.78%, to Rs37.12 million for the six months period ended September 30, 2025 from Rs29.28 million for the six months period ended September 30, 2024, driven by higher deposit balances; A rise in income on financial instruments at fair value through profit and loss, which was Rs5.22 million for the six months period ended September 30, 2025. No amount was recorded for the same for the six months period ended September 30, 2024.
The increase was partially offset by a decline in net gain on sale of current investments, which decreased by Rs2.56 million, or 61.39%, to Rs1.61 million for the six months period ended September 30, 2025 from Rs4.17 million for the six months period ended September 30, 2024.
Expenses
| Particulars | For the Six Months Period ended | Percentage Difference (%) (A-B)/B% | |
| September 30, 2025 | September 30, 2024 | ||
| (in Rs millions) (A) | (in Rs millions) (B) | ||
| Expenses | |||
| Purchase of traded goods | 38.26 | 5.77 | 563.08% |
| Changes in inventories of traded goods | (8.76) | 77.79 | (111.26%) |
| Logistics expense | 1,125.67 | 613.64 | 83.44% |
| Employee benefits expense | 813.78 | 810.43 | 0.41% |
| Finance costs | 9.25 | 12.08 | (23.43%) |
| Depreciation and amortisation expense | 75.22 | 38.35 | 96.14% |
| Other expenses | 657.55 | 647.13 | 1.61% |
Total expense |
2,710.97 | 2,205.19 | 22.94% |
Our total expense increased by Rs505.78 million, or 22.94%, to Rs2,710.97 million for the six months period ended September 30, 2025 from Rs2,205.19 million for the six months period ended September 30, 2024.
Purchase of traded goods: Our purchase of traded goods increased by Rs32.49 million, or 563.08%, to Rs38.26 million for the six months period ended September 30, 2025 from Rs5.77 million for the six months period ended September 30, 2024. This was primarily due to an increase in procurement of additional traded goods for the Consumer Brands segment (Stellaro Brands business) to support expanded product availability across both online channels and growing network of omni-channel stores.
Changes in inventories of traded goods: Our changes in inventories of traded goods decreased by Rs86.55 million, or 111.26% to Rs(8.76) million for the six months period ended September 30, 2025 from Rs77.79 million for the six months period ended September 30, 2024. This was primarily due to the increase of products in closing stock for our Consumer Brands segment (Stellaro Brands business) to support a broader product assortment and higher availability across both online channels and growing network of omni-channel stores.
Logistics expense: Our logistics expense increased by Rs512.03 million, or 83.44%, to Rs1,125.67 million for the six months period ended September 30, 2025 from Rs613.64 million for the six months period ended September 30, 2024, primarily due to an increase in the following expenses:
• Logistics expense - Marketplace: As per the requirements of Ind AS 108 - Operating Segments, our logistics expense - marketplace, which pertains to Snapdeal, increased by Rs262.90 million, or 42.84%, to Rs876.54 million for the six months period ended September 30, 2025 from Rs613.64 million for the six months period ended September 30, 2024, primarily due to higher delivered units on the Snapdeal platform. We had 12.99 million delivered units for the six months period ended September 30, 2025 compared to 8.95 million delivered units for the six months period ended September 30, 2024. On a per unit basis, our logistics expense per delivered unit for marketplace decreased to Rs67.48 for the six months period ended September 30, 2025 from Rs68.56 for the six months period ended September 30, 2024.
• Logistics expense - SaaS: As per the requirements of Ind AS 108 - Operating Segments, our logistics expense - SaaS, which pertains to Shipway by Unicommerce, was Rs248.59 million. No such expense existed for the six months period ended September 30, 2024 since the acquisition was effected after the six months period ended September 30, 2024.
Employee benefits expense: Our employee benefits expense increased by ^3.35 million, or 0.41%, amounting to Rs813.78 million for the six months period ended September 30, 2025, from Rs810.43 million for the six months period ended September 30, 2024. The increase was primarily due to increase in share based payment expense of Rs82.01 million, or 216.44%, to ^119.90 million for the six months period ended September 30, 2025 from Rs37.89 million for the six months period ended September 30, 2024. The Increase was partially offset by a reduction in salary, wages and bonus, which decreased by Rs65.36 million, or 9.11%, to Rs651.73 million for the six months period ended September 30, 2025 from Rs717.09 million for the six months period ended September 30, 2024.
Finance costs: Our finance costs decreased by Rs2.83 million, or 23.43%, to Rs9.25 million for the six months period ended September 30, 2025 from Rs12.08 million for the six months period ended September 30, 2024. This was primarily due to the decrease in interest on micro enterprises and small enterprises under the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006 by Rs5.62 million or 128.31% to Rs(1.24) million for the six months period ended September 30, 2025 from Rs4.38 million for the six months period ended September 30, 2024. This decrease was partially offset by an increase in interest on lease liabilities by Rs2.74 million, or 35.58%, to Rs10.44 million for the six months period ended September 30, 2025 from Rs7.70 million for the six months period ended September 30, 2024 and an increase in interest on bank overdraft by Rs0.05 million for the six months period ended September 30, 2025.
Depreciation and amortisation expense: Our depreciation and amortisation expense increased by Rs36.87 million, or 96.14%, to Rs75.22 million for the six months period ended September 30, 2025 from Rs38.35 million for the six months period ended September 30, 2024. This increase was primarily due to:
• Increase in amortisation of intangible assets by Rs46.48 million, from Rs0.02 million for the six months period ended September 30, 2024 to Rs46.50 million for the six months period ended September 30, 2025, primarily related to the amortisation of intangible assets recognized as part of the acquisition of Shipway Technology Private Limited.
• Decrease in depreciation of property, plant and equipment by Rs6.66 million, or 50.49%, to Rs6.53 million for the six months period ended September 30, 2025 from Rs13.19 million for the six months period ended September 30, 2024, primarily reflecting aging and a reduction in depreciation of assets used in the normal course of business.
• Decrease in depreciation of right-of-use assets by Rs2.95 million, or 11.73%, to Rs22.19 million for the six months period ended September 30, 2025 from Rs25.14 million for the six months period ended September 30, 2024, due to lower depreciation charges on existing leased assets during the period.
Other expenses: Our other expenses increased by Rs10.42 million, or 1.61%, to Rs657.55 million for the six months period ended September 30, 2025 from Rs647.13 million for the six months period ended September 30, 2024, primarily due to:
A reversal of provision for doubtful Goods and Services Tax (GST) by Rs35.16 million, or 29.18%, to Rs(85.34) million for the six months period ended September 30, 2025, from Rs(120.50) million for the six months period ended September 30, 2024. In addition, communication charges, increased by Rs18.83 million, or 592.14%, to Rs22.01 million for the six months period ended September 30, 2025, from Rs3.18 million for the six months period ended September 30, 2024 due to consolidation of Shipway and Convertway post-acquisition, which were not present in the previous period; and software expenses, which increased by Rs 4.34 million, or 8.10%, to Rs57.95 million for the six months period ended September 30, 2025, from Rs53.61 million for the six months period ended September 30, 2024 partially due to increased volumes in marketplace business needing higher capacity for operating our platform along with increased usage of software and partially due to consolidation of software expenses post the acquisition of Shipway and Convertway.
These increases were partially offset by decrease in expected credit loss on trade receivables, which decreased by Rs10.06 million, or 1,197.62%, to Rs(10.90) million for the six months period ended September 30, 2025, from Rs(0.84) million for the six months period ended September 30, 2024 primarily due to recovery of outstanding seller dues; outsourced manpower expenses, which decreased by Rs10.43 million, or 21.85%, to Rs37.31 million for the six months period ended September 30, 2025 from Rs47.74 million for the six months period ended September 30, 2024; legal and professional fees, which decrease by Rs42.12 million or 55.01%, to Rs34.45 million for the six months period ended September 30, 2025 from Rs76.57 million for the six months period ended September 30, 2024 due to lower usage of professional services; which was nil for the six months period ended September 30, 2024. Similarly, provision for doubtful security deposits, which were nil for the six months period ended September 30, 2025 compared to Rs50.13 million for the six months period ended September 30, 2024.
In addition, we had an increase in marketing and business promotion expense by Rs54.85 million, or 15.06%, to Rs419.09 million for the six months period ended September 30, 2025 from Rs364.24 million for the six months period ended September 30, 2024, due to changes across segments:
• Marketing and business promotion expense - Marketplace: As per the requirements of Ind AS 108 - Operating Segments, our marketing and business promotion expense - marketplace, which pertains to Snapdeal, increased by Rs73.45 million, or 23.94%, to Rs380.27 million for the six months period ended September 30, 2025 from Rs306.82 million for the six months period ended September 30, 2024, due to investments for customer acquisition, promotions, and targeted digital campaigns. The increase is lower than the increase in our delivered units, which increased by 4.04 million, or 45.15%, to 12.99 million delivered units for the six months period ended September 30, 2025 compared to 8.95 million delivered units for the six months period ended September 30, 2024. On a per unit basis, our marketing and business promotion expense per delivered unit for the marketplace decreased to Rs29.27 for the six months period ended September 30, 2025 from Rs34.28 for the six months period ended September 30, 2024, reflecting improved marketing efficiency. Similarly, as per the requirements of Ind AS 108 - Operating Segments, marketing and business promotion expense - marketplace as a % of NMV decreased to 6.99% for the six months period ended September 30, 2025 from 8.05% for the six months period ended September 30, 2024.
• Marketing and business promotion expense - SaaS: As per the requirements of Ind AS 108 - Operating Segments, our marketing and business promotion expense - SaaS, which pertains to Unicommerce, increased by Rs4.79 million, or 19.58%, to Rs29.25 million for the six months period ended September 30, 2025 from Rs24.46 million for the six months period ended September 30, 2024 due to investments in brand visibility initiatives and targeted marketing efforts for demand generation across Uniware, Shipway and Convertway. The comparable period did not include Shipway and Convertway, as these platforms were not part of the business during the six months period ended September 30, 2024. •
• Marketing and business promotion expense - Consumer Brands: As per the requirements of Ind AS 108 - Operating Segments, our marketing and business promotion expense - consumer brands, which pertains to Stellaro Brands, decreased by Rs23.39 million, or 70.96%, to Rs9.57 million for the six months period ended September 30, 2025 from Rs32.96 million for the six months period ended September 30, 2024, a marginal increase to promote our brand.
Restated loss before exceptional items and tax
As a result of the aforementioned factors, our Restated loss before exceptional items and tax for the six months period ended September 30, 2025 decreased by Rs148.39 million, or 43.61%, to Rs191.88 million from Rs340.27 million for the six months period ended September 30, 2024.
Exceptional items
Exceptional items: Our exceptional items for the six months period ended September 30, 2024 includes an expected credit loss on the security deposit amounting to Rs578.92 million, recognised based on the expectation of non -utilisation of the advertisement security deposit paid in the corresponding period in the previous year. Additionally, legal and professional expenses related to the Initial Public Offering of Unicommerce eSolutions Limited ("Subsidiary"), amounting to Rs157.13 million, were recognised. No such expenses are recorded t for the six months period ended September 30, 2025.
Total tax expense
• Total tax expense: Our total tax expense increased by Rs5.07 million, or 18.32%, to Rs32.74 million for the six months period ended September 30, 2025 from Rs27.67 million for the six months period ended September 30, 2024. This change was primarily due to the following:
• Current tax: Increased by Rs6.43 million, or 19.66%, to Rs39.13 million for the six months period ended September 30, 2025 from Rs32.70 million for the six months period ended September 30, 2024, reflecting higher taxable income.
• Deferred tax: Our deferred tax increased by Rs1.36 million to Rs6.39 million for the six months period ended September 30, 2025 from Rs5.03 million for the six months period ended September 30, 2024, primarily due to adjustments in deferred tax liabilities.
Restated loss for the period
As a result of the aforementioned factors, our Restated loss for the six months period ended September 30, 2025 decreased by
Rs879.37 million, or 79.65%, to Rs224.62 million from Rs1,103.99 million for the six months period ended September 30, 2024.
Financial Year 2025 compared to Financial Year 2024
Income
The table below sets forth details in relation to our income for Financial Year 2025 and Financial Year 2024:
| Particulars | For the Financial Year ended | Percentage Difference (%) (A-B)/B% | |
| March 31, 2025 | March 31, 2024 | ||
| (in Rs millions) (A) | (in Rs millions) (B) | ||
Income |
|||
| Revenue from operations | 3,950.19 | 3,797.61 | 4.02% |
| Other income | 117.51 | 49.79 | 136.01% |
Total income |
4,067.70 | 3,847.40 | 5.73% |
Our total income increased by Rs 220.30 million, or 5.73%, to Rs4,067.70 million for Financial Year 2025 from Rs3,847.40 million for Financial Year 2024, primarily due to an increase in revenue from operations, which increased by Rs 152.58 million, or 4.02%, to Rs3,950.19 million for Financial Year 2025 from Rs3,797.61 million for Financial Year 2024. Additionally, other income grew by Rs67.72 million, or 136.01%, to ^117.51 million for Financial Year 2025 from Rs49.79 million for Financial Year 2024.
Revenue from operations: Our revenue from operations increased by Rs152.58 million, or 4.02%, to Rs 3,950.19 million in the Financial Year 2025 from Rs3,797.61 million in the Financial Year 2024.
Our revenue from marketing fees declined by Rs330.75 million, or 51.89%, from Rs637.38 million in the Financial Year ended March 31, 2024, to Rs306.63 million in the Financial Year ended March 31, 2025. This decline was primarily due to a strategic decision to reduce the monetisation of the marketplace platform. Between Financial Year 2024 and Financial Year 2025, our Company implemented pricing changes to lower the cost of doing business for sellers, enabling them to offer more competitive pricing to customers. Lower charges enabled sellers to offer competitive prices to end consumers, thereby supporting overall platform volume growth. While this resulted in a decline in marketing fee income, it was partially offset by an increase in freight and collection income, which are charges related to logistics and shipping services provided to sellers. Freight and collection income increased by Rs416.67 million, or 25.27%, from Rs1,649.08 million in the fiscal year ended March 31, 2024, to Rs2,065.75 million in the fiscal year ended March 31, 2025.
The below details describe our change in revenue at a segment level:
• Revenue from operations - Marketplace: As per Ind AS 108 - Operating Segments, our revenue from operations - marketplace decreased by Rs30.20 million, or 1.19%, to Rs2,498.67 million in Financial Year 2025 from Rs2,528.87 million in Financial Year 2024. This revenue pertains to Snapdeal. The decrease was primarily due to reduction in other incentive income during the year. •
• Revenue from operations - SaaS: As per the requirements of Ind AS 108 - Operating Segments, our revenue from operations - SaaS grew by Rs312.09 million, or 30.13%, to Rs1,347.90 million in Financial Year 2025 from Rs1,035.81 million in Financial Year 2024. It excludes inter segment eliminations, with Rs10.56 million and Rs3.37 million recorded for the Financial Year 2025 and the Financial Year 2024, respectively. The growth in was primarily driven by demand for our eCommerce enablement solutions, including the flagship Uniware platform, along with the strategic acquisition of Shipway Technology Private Limited. The addition of the Shipway and Convertway platforms further enhanced our SaaS product portfolio, contributing to the overall revenue growth.
• Revenue from operations - Consumer Brands: As per the requirements of Ind AS 108 - Operating Segments, our revenue from operations - consumer brands, which pertains to Stellaro Brands, decreased by Rs122.12 million, or 51.68%, to ^114.18 million in Financial Year 2025 from Rs236.30 million in Financial Year 2024, primarily due to a reduction in business from online channels as part of our efforts to optimize operational efficiency and profitability.
• Revenue from operations - Inter segment eliminations: The inter segment eliminations increased by Rs7.19 million to Rs10.56 million in Financial Year 2025 from Rs3.37 million in Financial Year 2024.
Other income: Our other income increased by Rs 67.72 million, or 136.01%, to Rs117.51 million in Financial Year 2025 from
Rs49.79 million in Financial Year 2024, primarily due to:
A rise in interest income on bank deposits, which increased by Rs45.50 million, or 168.71%, to Rs72.47 million in Financial Year
2025 from Rs26.97 million in Financial Year 2024, driven by higher deposit balances;
An increase in interest income on income tax refund, which grew by Rs8.61 million, or 243.22%, to Rs12.15 million in Financial
Year 2025 from Rs3.54 million in Financial Year 2024;
A net gain on sale of current investments, which rose by Rs16.08 million, or 1,592.08%, to Rs17.09 million in Financial Year 2025 from Rs1.01 million in Financial Year 2024.
Expenses
| Particulars | For the Financial Year ended | Percentage Difference (%) (A-B)/B% | |
| March 31, 2025 | March 31, 2024 | ||
| (in Rs millions) (A) | (in Rs millions) (B) | ||
| Expenses | |||
| Purchase of traded goods | 24.86 | 211.78 | (88.26%) |
| Changes in inventories of traded goods | 79.10 | (55.22) | (243.25%) |
| Logistics expense | 1,531.90 | 1,075.82 | 42.39% |
| Employee benefits expense | 1,491.17 | 1,583.98 | (5.86%) |
| Finance costs | 16.46 | 21.53 | (23.55%) |
| Depreciation and amortisation expense | 111.55 | 78.31 | 42.45% |
| Other expenses | 1,282.49 | 1,360.47 | (5.73%) |
Total expense |
4,537.53 | 4,276.67 | 6.10% |
Our total expense increased by Rs 260.86 million, or 6.10%, to Rs 4,537.53 million in the Financial Year 2025 from Rs4,276.67 million in the Financial Year 2024.
Purchase of traded goods: Our purchase of traded goods decreased by Rs186.92 million, or 88.26%, to Rs24.86 million for the Financial Year 2025 from ^211.78 million for the Financial Year 2024. This was primarily due to a reduction in procurement of additional traded goods for the Consumer Brands segment (Stellaro Brands business) as we focused on optimizing inventory levels to align with the demand.
Changes in inventories of traded goods: Our changes in inventories of traded goods increased by Rs134.32 million to Rs79.10 million for Financial Year 2025 from Rs(55.22) million for Financial Year 2024. This was primarily due to the reduction of products in stock for our Consumer Brands segment (Stellaro Brands business) as we focused on optimizing inventory levels to align with the demand. This led to a decrease in inventory levels, which is reflected in the positive change in inventory.
Logistics expense: Our logistics expense increased by Rs 456.08 million, or 42.39%, to Rs1,531.90 million for Financial Year 2025 from Rs1,075.82 million for Financial Year 2024 primarily due to an increase in the following expenses:
• Logistics expense - Marketplace: As per the requirements of Ind AS 108 - Operating Segments, our logistics expense - marketplace, which pertains to Snapdeal, increased by Rs312.56 million, or 29.05%, to Rs1.388.38 million for Financial Year 2025 from Rs1,075.82 million for Financial Year 2024, primarily due to higher delivered units on the Snapdeal platform. We had 19.91 million delivered units in the Financial Year 2025 compared to 14.81 million delivered units in the Financial Year 2024. On a per unit basis, our logistics expense per delivered unit for marketplace decreased to Rs69.72 for the Financial Year 2025 from Rs72.62 for the Financial Year 2024.
• Logistics expense - SaaS: As per the requirements of Ind AS 108 - Operating Segments, our logistics expense - SaaS, which pertains to Shipway by Unicommerce was Rs142.96 million. No such expense existed in the Financial Year 2024 since the acquisition was effected in the Financial Year 2025.
Employee benefits expense: Our employee benefits expense decreased by Rs92.81 million, or 5.86%, amounting to Rs1,491.17 million in Financial Year 2025, from Rs1,583.98 million in Financial Year 2024. The decrease was primarily due to a reduction
in salary, wages and bonus, which decreased by Rs64.06 million, or 4.71%, to Rs1,294.83 million in Financial Year 2025 from Rs1,358.89 million in Financial Year 2024. Additionally, share-based payment expense decreased by Rs25.33 million, or 21.67%, to Rs91.54 million in Financial Year 2025 from ^116.87 million in Financial Year 2024. This was mainly due to a reduction in headcount of full-time employees, on a standalone basis, to 277 as of March 31, 2025, from 364 as of March 31, 2024.
Finance costs: Our finance costs decreased by Rs5.07 million, or 23.55%, to Rs16.46 million for Financial Year 2025 from Rs21.53 million for Financial Year 2024. This was primarily due to the decrease in interest on micro enterprises and small enterprises under Micro, Small and Medium Enterprises Development (MSMED) Act, 2006 by Rs9.66 million, to Rs0.19 million for Financial Year 2025 from Rs9.85 million for Financial Year 2024. This decrease was partially offset by an increase in interest on lease liabilities increased by Rs4.56 million, or 39.04%, to Rs16.24 million for Financial Year 2025 from ^11.68 million for Financial Year 2024 and increase in interest payment on bank overdraft by Rs 0.03 million for Financial Year 2025.
Depreciation and amortisation expense: Our depreciation and amortisation expense increased by Rs33.24 million, or 42.45%, to ^111.55 million for Financial Year 2025 from Rs78.31 million for Financial Year 2024. This increase was primarily due to the net change created by the following factors:
• Decrease in depreciation of property, plant and equipment by ^11.28 million, or 33.74%, to Rs22.15 million for Financial Year 2025 from Rs33.43 million for Financial Year 2024, primarily reflects the aging and reduction in depreciation of assets used in the normal course of business.
• Increase in the amortisation of intangible assets by Rs38.41 million, from Rs0.04 million in Financial Year 2024 to Rs38.45 million in Financial Year 2025. This increase was primarily related to the amortisation of intangible assets recognized as part of the acquisition of Shipway Technology Private Limited by Unicommerce.
• Increase in the depreciation of right of use assets by Rs6.11 million, or 13.63%, to Rs50.95 million for Financial Year 2025 from Rs44.84 million for Financial Year 2024. This increase was primarily due to the higher lease liability associated with the expansion of leased assets during the year.
Other expenses: Our other expenses decreased by Rs77.98 million, or 5.73%, to Rs1,282.49 million for Financial Year 2025 from Rs1,360.47 million for Financial Year 2024, primarily due to the following expenses:
Increase in reversal of provision for doubtful Goods and Services Tax (GST) by Rs115.12 million to Rs 208.75 million for Financial Year 2025 from Rs 93.63 million for Financial Year 2024. In addition, decrease in provision for doubtful security deposits by Rs20.50 million, to Rs29.63 million for Financial Year 2025 from Rs50.13 million for Financial Year 2024, decrease in provision for doubtful advances by Rs 22.74 million, to a reversal of Rs 7.87 million for Financial Year 2025 from Rs 14.87 million for Financial Year 2024, decrease in travelling expenses by Rs 12.57 million, or 30.06% to Rs 29.24 million for Financial Year 2025 from Rs 41.81 million for Financial Year 2024, decrease in loss on sale of property, plant and equipment by Rs9.60 million to Rs0.19 million for Financial Year 2025 from Rs9.79 million for Financial Year 2024; and insurance by Rs2.06 million, or 9.41%, to Rs19.84 million for Financial Year 2025 from Rs21.90 million for Financial Year 2024.
The above decrease was partially offset by an increase in software expenses by Rs 32.58 million, or 43.91%, to Rs106.78 million for Financial Year 2025 from Rs74.20 million for Financial Year 2024, and increase in Hosting charges by ^11.40 million, or 5.50%, to Rs218.83 million for Financial Year 2025 from Rs207.43 million for Financial Year 2024. The primary reason for increase in the above expenses includes increased scale of our businesses needing higher capacity for operating our platforms and increased usage of software. Additionally, legal and professional fees increased by Rs20.56 million, or 23.62% to Rs107.62 million for Financial Year 2025 from Rs87.06 million for Financial Year 2024. This increase was primarily due to higher expenses incurred by our Subsidiary Unicommerce eSolutions Limited, including increased professional service costs, increase in directors fee, due diligence expenses related to the acquisition of Shipway Technology Private Limited and post-IPO compliance-related costs.
In addition, we had an increase in marketing and business promotion expense by Rs38.27 million, or 5.58%, to Rs723.50 million for Financial Year 2025 from Rs685.23 million for Financial Year 2024 due to changes across various segments:
• Marketing and business promotion expense - Marketplace: As per the requirements of Ind AS 108 - Operating Segments, our marketing and business promotion expense - marketplace, which pertains to Snapdeal, increased by Rs46.36 million, or 7.92%, to Rs631.82 million for Financial Year 2025 from Rs585.46 million for Financial Year 2024, primarily due to investments for customer acquisition, promotions, and targeted digital campaigns. The increase is lower than the increase in our delivered units, which increased by 5.10 million, or 34.44%, to 19.91 million delivered units in Financial Year 2025 compared to 14.81 million delivered units in Financial Year 2024. On a per unit basis, our marketing and business promotion expense per delivered unit for marketplace decreased to ^31.73 for Financial Year 2025 from Rs39.52 for Financial Year 2024, reflecting improved marketing efficiency. •
• Marketing and business promotion expense - SaaS: As per the requirements of Ind AS 108 - Operating Segments, our marketing and business promotion expense - SaaS, which pertains to Unicommerce, increased by Rs11.87 million, or 31.23%, to Rs49.88 million for Financial Year 2025 from Rs38.01 million for Financial Year 2024, primarily due to investment in brand visibility and customer acquisition initiatives.
• Marketing and business promotion expense - Consumer Brands: As per the requirements of Ind AS 108 - Operating Segments, our marketing and business promotion expense - consumer brands, which pertains to Stellaro Brands, decreased by Rs19.96 million, or 32.32%, to Rs41.80 million for Financial Year 2025 from Rs61.76 million for Financial Year 2024, primarily due to focus on optimizing return on marketing investments.
Restated loss before exceptional items and tax
As a result of the aforementioned factors, our Restated loss before exceptional items and tax for Financial Year 2025 increased by Rs40.56 million, or 9.45%, to Rs469.83 million from Rs429.27 million for Financial Year 2024.
Exceptional items
Exceptional items: In Financial Year 2025, the expected credit loss on security deposit based on the expectation of nonutilisation of the advertisement security deposit paid was Rs578.92 million. In addition, we recognised legal and professional expenses of Rs157.13 million during Financial Year 2025 towards Initial Public Offering work on account of listing of equity shares of Unicommerce eSolutions Limited ("Subsidiary") in Financial Year 2025, as against the Rs28.30 million for Financial Year 2024.
Total tax expense
• Total tax expense: Our total tax expense decreased by Rs1.90 million, or 3.43%, to Rs53.50 million for Financial Year 2025 from Rs55.40 million for Financial Year 2024. This change was primarily due to the following:
• Current tax: Our current tax increased by Rs6.35 million, or 10.72%, to Rs65.58 million for Financial Year 2025 from Rs59.23 million for Financial Year 2024, reflecting higher taxable income.
• Deferred tax: Our deferred tax increased by Rs8.25 million to Rs12.08 million for Financial Year 2025 from Rs3.83 million for Financial Year 2024, primarily due to adjustments in deferred tax liabilities.
Restated loss for the year
As a result of the aforementioned factor, our Restated loss for the year for Financial Year 2025 increased by Rs746.41 million, or 145.51%, to Rs1,259.38 million from Rs512.97 million for Financial Year 2024.
Financial Year 2024 compared to Financial Year 2023
Income
The table below sets forth details in relation to our income for Financial Year 2024 and Financial Year 2023:
| Particulars | For the Financial year ended | Percentage Difference | |
| March 31, 2024 | March 31, 2023 | (%) | |
| (in Rs millions) (A) | (in Rs millions) (B) | (A-B)/B% | |
| Income | |||
| Revenue from operations | 3,797.61 | 3,719.63 | 2.10% |
| Other income | 49.79 | 161.63 | (69.20%) |
Total income |
3,847.40 | 3,881.26 | (0.87%) |
Our total income decreased by Rs33.86 million, or 0.87%, to Rs3,847.40 million for Financial Year 2024 from Rs3,881.26 million for Financial Year 2023. This net change was primarily due to a slight increase in revenue from operations, which increased by Rs77.98 million, or 2.10%, to Rs3,797.61 million for Financial Year 2024 from Rs3,719.63 million for Financial Year 2023. This increase in revenue from operations was offset by a decrease in other income, which reduced by ^111.84 million, or 69.20%, to Rs49.79 million for Financial Year 2024 from Rs161.63 million for Financial Year 2023.
Revenue from operations: Our revenue from operations increased by Rs77.98 million, or 2.10%, to Rs3,797.61 million for Financial Year 2024 from Rs3,719.63 million for Financial Year 2023. This increase was primarily driven by changes across our key segments: •
• Revenue from operations - Marketplace: As per the requirements of Ind AS 108 - Operating Segments, our revenue from operations - marketplace, which pertains to Snapdeal, decreased by Rs266.18 million, or 9.52%, to Rs2,528.87 million in Financial Year 2024 from Rs2,795.05 million in Financial Year 2023 as we focused on improving the unit economics of the business and reducing our losses. The decline in the revenue from operations - marketplace as per Ind AS 108 - Operating Segments, were lower than the reduction in our adjusted EBITDA - marketplace, which decreased by Rs1,390.71 million, or 79.11%, to Rs(367.20) million in Financial Year 2024 from Rs(1,757.91) million in Financial Year 2023.
The change was primarily due to a reduction in delivered units, which decreased to 14.81 million in Financial Year 2024 from 19.08 million in Financial Year 2023, as we focused on reducing our losses. We also focused on monetisation initiatives, including advertising income, which helped to partially offset the reduction in volumes during the period.
• Revenue from operations - SaaS: As per the requirements of Ind AS 108 - Operating Segments, our revenue from operations - SaaS, which pertains to Unicommerce, grew by Rs135.23 million, or 15.02%, to Rs1,035.81 million in Financial Year 2024 from Rs900.58 million in Financial Year 2023. Revenue from operations - SaaS refers to Revenue from operations for the SaaS segment and excludes inter segment eliminations, Rs3.37 million recorded for the Financial Year 2024. No inter-segment eliminations were recorded for the Financial Year 2023. This growth was primarily driven by demand and usage for our eCommerce enablement solutions as a part of the Uniware platform.
• Revenue from operations - Consumer Brands: As per the requirements of Ind AS 108 - Operating Segments, our revenue from operations - consumer brands, which pertains to Stellaro Brands, increased by Rs212.30 million, or 884.58%, to Rs236.30 million in Financial Year 2024 from Rs24.00 million in Financial Year 2023, primarily due to addition of new channels and initial investments in listing and marketing to increase the awareness of our brand “Rangita”. We also opened offline omnichannel stores during the year. The operations for Ranigta under Stellaro Brands were initiated in Financial Year 2023, hence the revenues for the year do not reflect a full twelve month time period.
• Revenue from operations - Inter segment eliminations: Inter segment eliminations changed by Rs3.37 million in Financial Year 2024, compared to no inter segment eliminations in Financial Year 2023.
Other income: Our other income decreased by ^111.84 million, or 69.20%, to Rs49.79 million in Financial Year 2024 from
^161.63 million in Financial Year 2023, primarily due to:
• A decrease in profit on sale of property, plant, and equipment, which reduced by Rs38.02 million to nil in Financial Year 2024 from Rs38.02 million in Financial Year 2023, as there were no major asset disposals in the current year;
• A decrease in liabilities no longer required written back, which declined by Rs15.25 million, or 98.32%, to Rs0.26 million in Financial Year 2024 from Rs15.51 million in Financial Year 2023;
• A decrease in interest income on income tax refund, which declined by Rs12.41 million, or 77.81%, to Rs3.54 million in Financial Year 2024 from Rs15.95 million in Financial Year 2023, reflecting lower tax refund receipts in the current year
• A decrease in interest income on bank deposits, which reduced by Rs8.94 million, or 24.90%, to Rs26.97 million in Financial Year 2024 from Rs35.91 million in Financial Year 2023, driven by lower interest rates and lower deposit balances;
• A decrease in others, which consists of non-operating income such as credit card fees, courier lost income, penalty from sellers and other miscellaneous income, reduced by Rs43.18 million, 81.92%, to Rs9.53 million in Financial Year 2024 from Rs52.71 million in Financial Year 2023.
Expenses
| Particulars | For the Financial year ended | Percentage Difference (%) (A-B)/B% | |
| March 31, 2024 | March 31, 2023 | ||
| (in Rs millions) (A) | (in Rs millions) (B) | ||
| Expenses | |||
| Purchase of traded goods | 211.78 | 56.20 | 276.83% |
| Changes in inventories of traded goods | (55.22) | (39.26) | 40.65% |
| Logistics expense | 1,075.82 | 1,587.55 | (32.23%) |
| Employee benefits expense | 1,583.98 | 3,075.33 | (48.49%) |
| Finance costs | 21.53 | 9.07 | 137.38% |
| Depreciation and amortisation expense | 78.31 | 121.85 | (35.73%) |
| Other expenses | 1,360.47 | 1,900.30 | (28.41%) |
Total expense |
4,276.67 | 6,711.04 | (36.27%) |
Our total expense decreased by Rs2,434.37 million, or 36.27%, to Rs4,276.67 million in Financial Year 2024 from Rs6,711.04 million in Financial Year 2023.
Purchase of traded goods: Our purchase of traded goods increased by Rs155.58 million, or 276.83%, to ^211.78 million for
Financial Year 2024 from Rs56.20 million for Financial Year 2023. This increase was primarily due to an increase in procuremen t for the Consumer Brands segment (Stellaro Brands business) to support the growth in product offerings.
Changes in inventories of traded goods: Our change in inventories of traded goods decreased by Rs15.96 million to Rs(55.22) million for Financial Year 2024 from Rs(39.26) million for Financial Year 2023. This was primarily due to a reduction in the amount of stock held for the Consumer Brands segment (Stellaro Brands business).
Logistics expense: Our logistics expense decreased by Rs511.73 million, or 32.23%, to Rs1,075.82 million for Financial Year 2024 from Rs1,587.55 million for Financial Year 2023. This decrease was primarily due to a reduction in delivered units as we focused on improving the unit economics of the business and significantly reduced marketing investments. We had 14.81 million delivered units in Financial Year 2024 compared to 19.08 million delivered units in Financial Year 2023. On a per unit basis, our logistics expense per delivered unit for marketplace improved to Rs72.62 for Financial Year 2024 from Rs83.20 for Financial Year 2023, reflecting better operational efficiency.
Employee benefits expense: Our employee benefits expense decreased by Rs1,491.35 million, or 48.49%, amounting to Rs1,583.98 million in Financial Year 2024, from Rs3,075.33 million in Financial Year 2023. The decrease was primarily due to a reduction in share-based payment expense, which decreased by Rs1,072.75 million, or 90.18%, to ^116.87 million in Financial Year 2024 from Rs1,189.62 million in Financial Year 2023. In addition, salary, wages and bonus decreased by Rs421.15 million, or 23.66%, to Rs1,358.89 million in Financial Year 2024 from Rs1,780.04 million in Financial Year 2023, primarily due to a reduction in headcount of full-time employees, on a standalone basis, to 364 as of March 31, 2024, from 427 as of March 31, 2023.
Finance costs: Our finance costs increased by Rs12.46 million, or 137.38%, to Rs21.53 million for Financial Year 2024 from Rs9.07 million for Financial Year 2023. This increase was primarily due to a rise in interest on lease liabilities, which incr eased by Rs7.09 million, or 154.47%, to ^11.68 million for Financial Year 2024 from Rs4.59 million for Financial Year 2023, driven by higher lease liabilities associated with the expansion of leased assets. Additionally, interest on micro enterprises and small enterprises under the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006 increased by Rs5.37 million, or 119.87%, to Rs9.85 million for Financial Year 2024 from Rs4.48 million for Financial Year 2023.
Depreciation and amortisation expense: Our depreciation and amortisation expense decreased by Rs43.54 million, or 35.73%, to Rs78.31 million for Financial Year 2024 from Rs121.85 million for Financial Year 2023. This decrease was primarily due to the net change created by the following factors:
• Depreciation of property, plant and equipment decreased by Rs54.59 million, or 62.02%, to Rs33.43 million for Financial Year 2024 from Rs88.02 million for Financial Year 2023. This reduction reflects the aging and reduction in depreciation of assets used in the normal course of business.
• Depreciation of right of use assets increased by ^11.07 million, or 32.78%, to Rs44.84 million for Financial Year 2024 from Rs33.77 million for Financial Year 2023. This increase was primarily due to the higher lease liabilities associated with the expansion of leased assets during the year.
Other expenses: Our other expenses decreased by Rs539.83 million, or 28.41%, to Rs1,360.47 million for Financial Year 2024 from Rs1,900.30 million for Financial Year 2023, primarily due to a reduction in the following expenses:
Marketing and business promotion expense decreased by Rs229.26 million, or 25.07%, to Rs685.23 million for Financial Year 2024 from Rs914.49 million for Financial Year 2023. This decrease was due to focused optimizations across different business segments:
• Marketing and business promotion expense - Marketplace: As per the requirements of Ind AS 108 - Operating Segments, our marketing and business promotion expense - marketplace, which pertains to Snapdeal, decreased by Rs283.36 million, or 32.61%, to Rs585.46 million in Financial Year 2024 from Rs868.82 million in Financial Year 2023. This decrease was primarily due to our efforts to reduce our losses. The decrease in marketing and business promotion expense - marketplace, as per Ind AS 108 - Operating Segments, is higher than the decrease in our delivered units, which reduced by 4.27 million, or 22.38%, to 14.81 million in Financial Year 2024 from 19.08 million in Financial Year 2023. On a per unit basis, our marketing and business promotion expense per delivered unit for marketplace decreased to Rs 39.52 for Financial Year 2024 from Rs45.53 for Financial Year 2023, reflecting improved marketing efficiency.
• Marketing and business promotion expense - SaaS: As per the requirements of Ind AS 108 - Operating Segments, our marketing and business promotion expense - SaaS, which pertains to Unicommerce, decreased slightly by Rs1.36 million, or 3.45%, to Rs38.01 million in Financial Year 2024 from Rs39.37 million in Financial Year 2023. •
• Marketing and business promotion expense - Consumer Brands: As per the requirements of Ind AS 108 - Operating Segments, our marketing and business promotion expense - consumer brands, which pertains to Stellaro Brands, increased by Rs55.46 million, or 880.32%, to Rs61.76 million in Financial Year 2024 from Rs6.30 million in Financial Year 2023, primarily due to addition of new channels and initial investments in listing and marketing to increase the awareness of our brand “Rangita”. We also opened offline omnichannel stores during the year. The operations for Ranigta under Stellaro
Brands were initiated in Financial Year 2023, hence the revenues for the year do not reflect a full twelve month time period.
Software expenses decreased by Rs27.73 million, or 27.20%, to Rs 74.20 million for Financial Year 2024 from Rs101.93 million for Financial Year 2023, primarily due to cost control measures in software-related expenses. Hosting charges decreased by Rs26.00 million, or 11.14%, to Rs 207.43 million for Financial Year 2024 from Rs233.43 million for Financial Year 2023 due to cost optimisation and changes in the scale of the business.
Legal and professional fees decreased by Rs8.45 million, or 8.85%, to Rs87.06 million for Financial Year 2024 from Rs95.51 million for Financial Year 2023, primarily due to a reduction in Directors sitting fees. This was attributable to changes in the composition of AceVectors Board of Directors, including a decrease in the number of directors and a revision in per-sitting fee structure.
Outsource manpower decreased by Rs48.76 million, or 34.22%, to Rs93.75 million for Financial Year 2024 from Rs142.51 million for Financial Year 2023 primarily due to reduced needs for such services.
Provision for doubtful Goods and Services Tax (GST) decreased by Rs197.18 million, to a reversal of Rs 93.63 million for Financial Year 2024 from Rs103.55 million for Financial Year 2023 primarily due to utilisation of available input tax credits.
Restated loss before exceptional items and tax
As a result of the aforementioned factors, our Restated loss before exceptional items and tax for Financial Year 2024 increased by Rs2,400.51 million, or 84.83%, to Rs429.27 million from Rs2,829.78 million for Financial Year 2023.
Exceptional items
Exceptional items: Our exceptional items decreased by Rs206.60 million to an expense of Rs28.30 million for Financial Year 2024 from an income of Rs178.30 million for Financial Year 2023. The reduction is primarily due to release of income from sale of investment of Rs200.00 million during Financial Year 2023. This amount was release of holdback amount held under a prior share-purchase agreement. Additionally, we incurred Rs28.30 million in legal and professional expenses for Financial Year 2024 towards Initial Public Offering work on account of listing of equity shares of Unicommerce eSolutions Limited ("Subsidiary"), as against the Rs21.70 million in legal and professional expenses for Financial Year 2023.
Tax expense
• Total tax expense: Our total tax expense increased by ^31.56 million, or 132.38%, to Rs55.40 million for Financial Year 2024 from Rs23.84 million for Financial Year 2023. This change was primarily due to:
• Current tax: Our current tax increased by Rs28.42 million, or 92.24%, to Rs59.23 million for Financial Year 2024 from Rs30.81 million for Financial Year 2023, due to higher taxable income.
• Deferred tax: Our deferred tax decreased by Rs3.14 million to ^3.83 million for Financial Year 2024 from Rs6.97 million for Financial Year 2023, primarily due to adjustments in deferred tax liabilities.
Restated loss for the year
As a result of the foregoing, our Restated loss for the year for Financial Year 2024 decreased by Rs2,162.35 million, or 80.83%, to Rs512.97 million from Rs2,675.32 million for Financial Year 2023.
Liquidity and Capital Resources
Our primary sources of liquidity include cash generated from operations and equity infusions from our shareholders. As of September 30, 2025, we had cash and cash equivalent of Rs92.85 million and bank balances other than cash and cash equivalent of Rs473.52 million.
Our financing requirements are to support our working capital as well as investing activities. We expect that cash flow from operations will continue to be our principal source of funds in the long-term. We evaluate our funding requirements periodically in light of our net cash flow from operating activities, the requirements of our business and operations, and market conditions.
Cash Flows
The following table sets forth our cash flows data for the periods/years indicated below:
| Particulars | For the six months period ended | For the Financial year ended | |||
| September 30, 2025 | September 30, 2024 | March 31, 2025 | March 31, 2024 | March 31, 2023 | |
| (Rs in million) | |||||
| Net cash flow from/ (used in) operating activities | 50.68 | (294.10) | (273.47) | (548.45) | (2,093.88) |
| Net cash flow from /(used in) investing activities | (2.74) | (778.67) | (1,030.35) | (326.78) | 1,692.12 |
| Net cash flow from /(used in) financing activities | (32.12) | 1,319.57 | 1,269.27 | 693.04 | 295.82 |
Net increase/(decrease) in cash and cash equivalent |
15.82 | 246.80 | (34.55) | (182.19) | (105.94) |
Operating Activities
Net cash flow from operating activities for the six months period ended September 30, 2025 was Rs50.68 million. The Restated loss before tax for the period was ^191.88 million, while the operating loss before working capital changes amounted to Rs35.97 million. This was primarily adjusted for non-cash and non-operating items, including depreciation and amortisation expense of Rs75.23 million, share-based payment expense of Rs119.90 million, provision for doubtful advances amounting to Rs1.20 million, and interest on lease liabilities of Rs10.44 million. These adjustments were partially offset by expected credit loss on trade receivables amounting to Rs10.90 million and interest income on bank deposits of Rs37.12 million.
Changes in working capital, including an increase in trade and other payables by Rs49.92 million, an increase in financial and other liabilities by Rs38.02 million and a decrease in trade receivables by Rs70.21 million. This was offset by an increase in prepayments by Rs137.11 million, an increase in inventories by Rs8.32 million, a decrease in provisions of Rs4.86 million and an increase in financial and other assets by Rs26.14 million.
After accounting for income tax paid (net of refund) of Rs104.93 million, net cash flow from operating activities stood at Rs50.68 million for the six months period ended September 30, 2025.
Net cash used in operating activities for the financial year ended March 31, 2025, was Rs273.47 million. The Restated loss before tax for the year was Rs1,205.88 million, while the operating loss before working capital changes amounted to Rs445.82 million. This was primarily adjusted for non-cash and non-operating items, including an expected credit loss on security deposit of Rs578.92 million, share-based payment expense of Rs91.54 million, depreciation and amortisation expense of ^111.55 million, provision for doubtful security deposits amounting to Rs29.63 million and expected credit loss on trade receivables amounting to Rs34.03 million. These adjustments were partially offset by interest income on bank deposits of Rs72.47 million, a net gain on the sale of current investments of Rs17.09 million, and a gain on termination of lease of Rs3.98 million.
Changes in working capital, including an increase in financial and other liabilities by Rs188.54 million, decrease in trade and other payables by Rs13.09 million, decrease in trade receivables by Rs78.81 million, decrease in inventories by Rs61.88 million, were partially offset by an increase in financial and other assets Rs145.35 million.
After accounting for Income tax paid (net of refund) of Rs17.19 million, net cash used in operating activities stood at Rs273.4 7 million for the year.
Net cash used in operating activities for the Financial Year 2024 was Rs548.45 million. While our Restated loss before tax for the Financial Year 2024 was Rs457.57 million, our operating loss before working capital changes was Rs166.61 million, primarily adjusted for share-based payment expense of ^116.87 million, depreciation and amortisation expense of Rs78.27 million, provision for doubtful security deposits amounting to Rs50.13 million and expected credit loss on trade receivables amounting to Rs32.20 million. This is partially offset by interest income on bank deposits of Rs26.97 million, gain on termination of lease of Rs3.54 million, net gain on sale of current investments of Rs1.01 million and unwinding of discount on financial assets at amortised cost of Rs1.59 million.
Our working capital adjustments primarily consisted of an increase in trade receivables of Rs153.56 million and a decrease in financial and other liabilities of Rs138.57 million, a decrease in trade and other payables of Rs30.76 million, increase in inventories of Rs35.30 million, which was partially offset by decrease in prepayments by Rs28.31 million.
Our income tax paid (net of refund) was Rs20.69 million for the Financial Year 2024.
Net cash used in operating activities for the Financial Year 2023 was Rs2,093.88 million. While our Restated loss before tax for the Financial Year 2023 was Rs2,651.48 million, our operating loss before working capital changes was Rs1,529.24 million, primarily adjusted for share-based payment expense of Rs1,189.62 million and provision for doubtful security deposits amounting to Rs 44.13 million and expected credit loss on trade receivables amounting to Rs30.50 million, partially offset by interest income on bank deposits of Rs35.92 million, proceeds from sale of investment of Rs200.00 million, profit on sale of property, plant and equipment of Rs38.02 million, liabilities no longer required written back of Rs15.51 million and net gain on
sale of current investments of Rs0.18 million.
Our working capital adjustments primarily consisted of a decrease in trade and other payables of Rs717.38 million and a decrease in financial and other liabilities of Rs377.41 million and an increase in inventories of Rs39.26 million, which was partially o ffset by a decrease in financial and other assets of Rs626.94 million, and a decrease in prepayments of Rs50.26 million.
Our income tax paid (net of refund) was Rs76.51 million for the Financial Year 2023.
Investing Activities
Net cash used in investing activities for the six months period ended September 30, 2025 was Rs 2.74 million. This primarily comprised purchase of bank deposits (having original maturity of more than 3 months) of Rs145.00 million, purchase of current investments of Rs138.79 million and purchase of property, plant and equipment and intangible assets of Rs 29.48 million. These outflows were partially offset by redemption/maturity of bank deposits (having original maturity of more than 3 months) amounting to Rs280.01 million, interest received on bank deposits of Rs29.13 million, and proceeds from sale of property, plant and equipment and intangible assets of Rs1.39 million.
Net cash used in investing activities was Rs1,030.35 million for the Financial Year 2025, primarily comprising of acquisition of a subsidiary, net of cash acquired of Rs672.30 million, purchase of bank deposits (having original maturity of more than 3 months) of Rs601.00 million, purchase of property, plant and equipment and intangible assets of Rs12.13 million, intangible asset under development of Rs63.10 million and Purchase of current investments of ^111.78 million, which was partially offset by redemption/maturity of bank deposits (having original maturity of more than 3 months) of Rs382.58 million, interest received on bank deposits of Rs47.01 million, and proceeds from sale of property, plant and equipment and intangible assets of Rs0.37 million.
Net cash used in investing activities was Rs326.78 million for the Financial Year 2024, primarily comprising of purchase of ba nk deposits (having original maturity of more than 3 months) of Rs1,199.10 million and purchase of property, plant and equipment and intangible assets of Rs12.93 million, which was partially offset by redemption/maturity of bank deposits (having original maturity of more than 3 months) of Rs852.25 million, interest received on bank deposits of Rs27.20 million, proceeds from sale of property, plant and equipment and intangible assets of Rs4.74 million, and sale of current investments of Rs1.06 million.
Net cash flow from investing activities was Rs1,692.12 million for the Financial Year 2023, primarily comprising of purchase of bank deposits (having original maturity of more than 3 months) of Rs352.17 million, purchase of current investments of Rs60.17 million, and purchase of property, plant and equipment and intangible assets of Rs8.69 million which was partially offset by redemption/maturity of bank deposits (having original maturity of more than 3 months) of Rs1,806.21 million, proceeds from sale of investment of Rs200.00 million, interest received on bank deposits of Rs68.92 million, and proceeds from sale of property, plant and equipment and intangible assets of Rs38.02 million.
Financing Activities
Net cash used in financing activities for the six-month period ended September 30, 2025 was Rs32.12 million. This primarily comprised interest payment on bank overdraft of Rs0.05 million, payment of the principal portion of lease liabilities amountin g to Rs21.95 million, and payment of the interest portion of lease liabilities of Rs10.44 million. These outflows were partially offset by proceeds from issuance of share capital of Rs0.32 million.
Net cash flow from financing activities was Rs1,269.27 million for the Financial Year 2025, primarily on account of proceeds from sale of shares of subsidiary to non-controlling interests of Rs1,349.34 million which was partially offset by payment of principal portion of lease liabilities of Rs41.45 million, payment made on cancellation/settlement of options of Rs22.35 million and payment of interest portion of lease liabilities of Rs16.24 million.
Net cash flow from financing activities was Rs693.04 million for the Financial Year 2024, primarily on account of proceeds fro m sale of shares of subsidiary to non-controlling interests of Rs749.38 million which was partially offset by payment of principal portion of lease liabilities of Rs44.66 million and payment of interest portion of lease liabilities of ^11.68 million.
Net cash flow from financing activities was Rs295.82 million for the Financial Year 2023, primarily on account of proceeds fro m sale of shares of subsidiary to non-controlling interests of Rs339.65 million which was partially offset by payment of principal portion of lease liabilities of Rs39.24 million and payment of interest portion of lease liabilities of Rs4.59 million.
Select Balance Sheet Items
As at September 30, 2025 compared to select balance sheet items as at March 31, 2025 Non-current assets
| Particulars | As at | ||
| September 30, 2025 | March 31, 2025 | Percentage Difference (%) (A-B)/B% | |
| (in Rs millions) (A) | (in Rs millions) (B) | ||
Non-current assets |
|||
| Property, plant and equipment | 37.48 | 30.90 | 21.29% |
| Goodwill | 1,965.05 | 1965.05 | - |
| Other Intangible assets | 389.63 | 358.04 | 8.82% |
| Intangible assets under development | - | 63.10 | (100.00%) |
| Right-of-use assets | 199.64 | 155.56 | 28.34% |
| Financial assets | |||
| Other financial assets | 107.98 | 98.58 | 9.54% |
| Prepayments | 108.49 | 108.57 | (0.07%) |
| Non current tax asset (net) | 38.26 | 181.73 | (78.95%) |
Total non-current assets |
2,846.53 | 2,961.53 | (3.88%) |
Our total non-current assets decreased by Rs115.00 million, or 3.88%, from Rs2,961.53 million as at March 31, 2025 to Rs2,846.53 million as at September 30, 2025.
The decline was primarily driven by a reduction of Rs143.47 million in non-current tax assets (net), which decreased from ^181.73 million as at March 31, 2025 to Rs38.26 million as at September 30, 2025, mainly due to tax refunds received during the period. In addition, intangible assets under development reduced from Rs63.10 million as at March 31, 2025 to Nil as at September 30, 2025, as the underlying projects were capitalised and transferred to technology and platform-related intangible assets.
These decreases were partially offset by increases across several asset classes. Other intangible assets grew by ^31.59 million, from Rs358.04 million as at March 31, 2025 to Rs389.63 million as at September 30, 2025, mainly driven by the capitalization of technology and platform-related assets during the current period.
Right-of-use assets increased by Rs44.08 million, from Rs155.56 million as at March 31, 2025 to Rs199.64 million as at September 30, 2025, primarily due to new lease arrangements added by our subsidiary, Unicommerce eSolutions Limited, in relation with the consolidation of Shipway and Convertway following their acquisition.
Other financial assets increased by Rs9.40 million, from Rs98.58 million as at March 31, 2025 to Rs107.98 million as at Septembe r 30, 2025. This increase was driven by deposits with remaining maturity of more than 12 months, which rose from Rs33.27 million as at March 31, 2025 to Rs51.07 million as at September 30, 2025, mainly due to fresh deposits placed during the current period. This increase was partially offset by the decrease in security deposits from Rs65.31 million as at March 31, 2025 to Rs56.91 million as at September 30, 2025.
Current Liabilities
| Particulars | As at | ||
| September 30, 2025 | March 31, 2025 | Percentage Difference (%) (A-B)/B% | |
| (in Rs millions) (A) | (in Rs millions) (B) | ||
Financial liabilities |
|||
| Borrowings | - | 4.54 | (100%) |
| Lease liabilities | 37.85 | 28.13 | 34.55% |
| Particulars | As at | ||
| September 30, 2025 | March 31, 2025 | Percentage Difference (%) (A-B)/B% | |
| (in Rs millions) (A) | (in Rs millions) (B) | ||
| Trade payables | |||
| total outstanding dues of micro enterprises and small enterprises | 48.64 | 48.71 | (0.14%) |
| total outstanding dues of creditors other than micro enterprises and small enterprises | 850.88 | 801.82 | 6.12% |
Other financial liabilities |
1,255.43 | 2,139.73 | (41.33%) |
| Other current liabilities | 254.72 | 271.22 | (6.08%) |
| Provisions | 31.10 | 31.53 | (1.36%) |
| Current tax liabilities (net) | 12.59 | 12.01 | 4.83% |
Total current liabilities |
2,491.21 | 3,337.69 | (25.36%) |
Our total current liabilities decreased by Rs846.48 million, or 25.36%, from Rs3,337.69 million as at March 31, 2025 to Rs2,491.21 million as at September 30, 2025.
The decrease was primarily driven by other financial liabilities, which declined by Rs884.30 million, or 41.33%, from Rs2,139.7 3 million as at March 31, 2025 to Rs1,255.43 million as at September 30, 2025. The main contributor to this decline was the reversal of the liability towards put option of Rs939.99 million related to the acquisition of Shipway Technology Private Limited by our subsidiary, which was fully settled during the current period through issue of equity shares of Unicommerce eSolutions Limited. This drop was partially offset by an increase in payables to sellers, which rose by Rs75.06 million from Rs949.59 million as at March 31, 2025 to Rs1,024.65 million as at September 30, 2025. Further other current liabilities decreased by Rs16.50 million, or 6.08%, from Rs271.22 million as at March 31, 2025 to Rs254.72 million as at September 30, 2025, primarily due to lower deferred revenue as at September 30, 2025.
The decrease was partially offset by increase in trade payables by an aggregate of Rs48.99 million, increase in current lease liabilities, which increased by Rs9.72 million, from Rs28.13 million as at March 31, 2025 to Rs37.85 million as at September 30, 2025, due to new lease arrangements added by our subsidiary, Unicommerce eSolutions Limited, in relation with the consolidation of Shipway and Convertway following their acquisition.
Net Worth
Our net worth increased by Rs35.31 million or 2.55%, from Rs1,385.57 million as at March 31, 2025 to Rs1,420.88 million as at September 30, 2025. The increase in net worth was primarily attributable to increase in share based compensation of Rs119.90 million as at September 30, 2025 and change in ownership on account of non-controlling interests Rs240.59 million as at September 30, 2025 which was partially offset by restated loss for the period attributable to equity holders of the parent amounting to Rs297.13 million.
As at March 31, 2025 compared to select balance sheet items as at March 31, 2024 Non-current assets
| Particulars | As at | ||
| March 31, 2025 | March 31, 2024 | Percentage | |
| (in Rs millions) (A) | (in Rs millions) (B) | Difference (%) (A-B)/B% | |
Non-current assets |
|||
| Property, plant and equipment | 30.90 | 33.60 | (8.04%) |
| Goodwill | 1,965.05 | 792.95 | 147.82% |
| Other Intangible assets | 358.04 | 0.01 | 3580300.00% |
| Intangible assets under development | 63.10 | - | NA |
| Right-of-use assets | 155.56 | 164.60 | (5.49%) |
Financial assets |
|||
| Other financial assets | 98.58 | 602.48 | (83.64%) |
| Particulars | As at | ||
| March 31, 2025 | March 31, 2024 | Percentage Difference (%) (A-B)/B% | |
| (in Rs millions) (A) | (in Rs millions) (B) | ||
| Prepayments | 108.57 | 107.56 | 0.94% |
| Non current tax asset (net) | 181.73 | 212.86 | (14.62%) |
| Deferred tax assets (net) | - | 25.11 | (100.00%) |
Total non-current assets |
2,961.53 | 1,939.17 | 52.72% |
Our total non-current assets increased by Rs1,022.36 million or 52.72%, from Rs1,939.17 million as at March 31, 2024 to Rs2,961.53 million as at March 31, 2025. The increase was primarily due to recognition of Goodwill of Rs1,172.10 million arising from the acquisition of Shipway Technology Private Limited by our subsidiary, Unicommerce eSolutions Limited, in line with applicable accounting standards. In addition, Other Intangible Assets increased by Rs358.03 million, representing the fair value of intangible assets identified as part of the same acquisition. These increases were partially offset by a decrease of Rs503.90 million in Other Financial Assets, which was mainly due to creation of an additional provision for expected credit loss on advertisement security deposits that are no longer expected to be utilised and were therefore expensed and reduced from Other Financial Assets.
Current Liabilities
| Particulars | As at | ||
| March 31, 2025 | March 31, 2024 | Percentage Difference (%) (A-B)/B% | |
| (in Rs millions) (A) | (in Rs millions) (B) | ||
| Financial liabilities | |||
| Borrowings | 4.54 | - | NA |
| Lease liabilities | 28.13 | 40.91 | (31.24%) |
| Trade payables | |||
| total outstanding dues of micro enterprises and small enterprises | 48.71 | 36.13 | 34.82% |
| total outstanding dues of creditors other than micro enterprises and small enterprises | 801.82 | 709.40 | 13.03% |
| Other financial liabilities | 2,139.73 | 877.14 | 143.94% |
| Other current liabilities | 271.22 | 267.74 | 1.30% |
| Provisions | 31.53 | 34.53 | (8.69%) |
| Current tax liabilities (net) | 12.01 | - | NA |
Total current liabilities |
3,337.69 | 1,965.85 | 69.78% |
Our total current liabilities increased by Rs1,371.84 million, or 69.78%, from Rs1,965.85 million as at March 31, 2024 to Rs3,337.69 million as at March 31, 2025. The increase was primarily driven by a rise in other financial liabilities, which gre w by Rs1,262.59 million from Rs877.14 million as at March 31, 2024 to Rs2,139.73 mi llion as at March 31, 2025.
The largest contributor to the increase in other financial liabilities was the liability towards put option of Rs939.99 million related to the put option arising from the acquisition of Shipway Technology Private Limited by our subsidiary, Unicommerce eSolutions Limited. The transaction was structured in two parts. The first tranche was acquired through a cash payment, with an obligation to purchase the remaining stake within one year. This created a put option and resulted in recognition of a financial liability to be settled in the future. Accordingly, the liability was recorded on our balance sheet as at March 31, 2025. In addition, payables to sellers increased by Rs340.09 million or 55.80%, from Rs609.50 million as at March 31, 2024 to Rs949.59 million as at March 31, 2025. The increase was primarily due to higher business volumes of marketplace business.
Net Worth
Our net worth increased by Rs2,677.17 million, or 207.28%, from (Rs1,291.60) million as at March 31, 2024 to Rs1,385.57 million as at March 31, 2025. This increase was mainly due to changes in retained earnings, which improved by Rs2,615.49 million. The primary reason for the change is the reversal of the put option liability related to SB Investment Holdings (UK) Limiteds partial stake in Unicommerce, amounting to Rs2,778.08 million, following the IPO of Unicommerce in Financial Year 2025. The put option was created in-line with the arrangements to provide an exit option by AceVector Limited, as a part of the stake sale to SB Investment Holdings (UK) Limited. With the listing, the put option ceased to exist and was accordingly reversed, resulting in the restoration of a positive net worth position for the Group.
As at March 31, 2024 compared to select balance sheet items as at March 31, 2023 Non-current assets
| Particulars | As at | ||
| March 31, 2024 | March 31, 2023 | Percentage Difference (%) (A-B)/B% | |
| (in Rs millions) (A) | (in Rs millions) (B) | ||
Non-current assets |
|||
| Property, plant and equipment | 33.60 | 68.61 | (51.03%) |
| Goodwill | 792.95 | 792.95 | - |
| Other Intangible assets | 0.01 | 0.08 | (87.50%) |
| Right-of-use assets | 164.60 | 32.14 | 412.13% |
| Financial assets | |||
| Other financial assets | 602.48 | 671.15 | (10.23%) |
| Prepayments | 107.56 | 91.26 | 17.86% |
| Non current tax asset (net) | 212.86 | 247.58 | (14.02%) |
| Deferred tax assets (net) | 25.11 | 21.28 | 18.00% |
Total non-current assets |
1,939.17 | 1,925.05 | 0.73% |
Our total non-current assets increased by Rs14.12 million, or 0.73%, from Rs1,925.05 million as at March 31, 2023 to Rs1,939.17 million as at March 31, 2024.The key reason of the increase was the increase in Right-of-use assets, which grew from Rs32.14 million as at March 31, 2023 to Rs164.60 million as at March 31, 2024, representing a net increase of Rs132.46 million. This increase was mainly due to recognition of lease arrangements related to commercial office space during the year.
This was partially offset by decrease in Property, Plant and Equipment from Rs68.61 million as at March 31, 2023 to Rs33.60 million as at March 31, 2024, a reduction of Rs35.01 million, primarily due to depreciation of computer and data processing units during the year and decrease in Other Financial Assets from ^671.15 million as at March 31, 2023 to Rs602.48 million as at March 31, 2024, a reduction of Rs68.67 million, primarily attributable to creation of an additional provision for expected credit loss on advertisement security deposits that are no longer expected to be utilised and were therefore expensed and reduced from Other Financial Assets.
Current Liabilities
| Particulars | As at | ||
| March 31, 2024 | March 31, 2023 | Percentage Difference (%) (A-B)/B% | |
| (in Rs millions) (A) | (in Rs millions) (B) | ||
Financial liabilities |
|||
| Lease liabilities | 40.91 | 22.55 | 81.42% |
| Trade payables | |||
| total outstanding dues of micro enterprises and small enterprises | 36.13 | 46.55 | (22.38%) |
| total outstanding dues of creditors other than micro enterprises and small enterprises | 709.40 | 660.41 | 7.42% |
| Other financial liabilities | 877.14 | 970.92 | (9.66%) |
| Other current liabilities | 267.74 | 354.73 | (24.52%) |
| Provisions | 34.53 | 36.20 | (4.61%) |
Total current liabilities |
1,965.85 | 2,091.36 | (6.00%) |
Our total current liabilities decreased by Rs125.51 million, or 6.00%, from Rs2,091.36 million as at March 31, 2023 to Rs1,965.85 million as at March 31, 2024.
The decrease was mainly due to lower Other Financial Liabilities, which decreased by Rs93.78 million from Rs970.92 million as at March 31, 2023 to Rs877.14 million as at March 31, 2024. This reduction was primarily driven by a decrease in employee benefit payables and payables to sellers. In addition, Other Current Liabilities decreased by Rs86.99 million from Rs354.73 million as at March 31, 2023 to Rs267.74 million as at March 31, 2024. The reduction was mainly due to a decrease in deferred revenue and advances from customers.
These decreases were partially offset by an increase of Rs48.99 million in total outstanding dues of creditors other than micr o enterprises and small enterprises, reflecting higher trade payables in due course of business.
Net Worth
As at March 31, 2024, our net worth stood at (Rs1,291.60) million, compared to Rs228.25 million as at March 31, 2023. The negative net worth was primarily due to a decrease of Rs1,629.10 million in retained earnings as at March 31, 2024.
The largest contributor to this decline was the recognition of a liability of Rs1,050.30 million related to the put option ari sing from the partial stake sale of Unicommerce eSolutions Limited by AceVector Limited to SB Investment Holdings (UK) Limited in October 2021. The put option was created in line with the arrangements to provide an exit option to SB Investment Holdings (UK) Limited. As the valuation of Unicommerce increased, the value of the potential obligation under the put option also increased, and the corresponding adjustment was recognised in retained earnings.
In addition, other equity decreased by Rs578.65 million on account of the restated loss for the year ending March 31,2024.
Subsequently, in Financial Year 2025, following the IPO of Unicommerce, the put option liability ceased to exist and was reversed, resulting in an increase in net worth by Rs2,677.17 million to Rs1,385.57 million as at March 31, 2025, thereby resto ring a positive net worth position for the Group.
Indebtedness
As of September 30, 2025, our Borrowings were nil.
Capital and Contractual Obligations
The table below sets forth our contractual obligations as of September 30, 2025. These commitments primarily relate to our lease liabilities, trade payables and other financial liabilities
| Particulars | Total | Less than 1 Year | 1-5 Years |
| Trade payables | 899.52 | 899.52 | - |
| Other financial liabilities* | 1,255.43 | 1,255.43 | - |
| Lease liabilities* | 205.83 | 37.85 | 167.97 |
*Includes current and non current.
Capital Expenditure
The following table sets forth our capital expenditure, which includes purchase of property, plant and equipment, intangible assets and goodwill, for the six months period ended September 30, 2025 and September 30, 2024 and Financial Years 2025, 2024 and 2023, respectively:
| Particulars | For six months period ended | For the Financial years ended | |||
| September 30, 2025 | September 30, 2024 | March 31, 2025 | March 31, 2024 | March 31, 2023 | |
| Additions during the period/year on account of Purchase of property, plant and equipment (A) | 14.48 | 3.61 | 11.37 | 12.93 | 8.69 |
| Additions on account of acquisition of subsidiary pertaining to Purchase of property, plant and equipment (B) | 12.57 | ||||
| Additions during the period/year on account of Intangible assets under development (C) | 15.00 | 63.10 | |||
| Additions during the period/year on account of Intangible asset of Domain and website (D) | 0.75 | ||||
| Additions on account of acquisition of subsidiary pertaining to Intangible assets and Goodwill (E) | 1,571.32 | ||||
| Capitalised/transfers during the period/year on account of Intangible assets under development (F) | (78.10) | 45.10 | |||
| Capitalised/transfers during the period/year on account of internally generated technology m | 78.10 | ||||
Total capital expenditure (A+B+C+D+E+F+G) |
29.48 | 48.71 | 1,659.11 | 12.93 | 8.69 |
Contingent Liabilities
As of September 30, 2025, our contingent liabilities not provided for in respect of claims against the group not acknowledged as debts amounted to Rs0.82 million similar claims stood at Rs 0.98 million as of March 31, 2025 and Rs67.90 million as of both March 31, 2024, and March 31, 2023, respectively, in accordance with Ind AS 37 ‘Provisions, Contingent Liabilities and Contingent Assets, derived from our Restated Consolidated Financial Information. This primarily represents claims made by end customers relating to delivery-related issues and other matters, which are being contested by the Company and are currently pending before various District Consumer Redressal Forums in India.
Off-Balance Sheet Arrangements
Except as disclosed in this Updated Draft Red Herring Prospectus-I, we do not have any off-balance sheet arrangements, derivative instruments or other relationships with other entities that would have been established for the purpose of facilitating off-balance sheet arrangements.
Related Party Transactions
We have engaged in the past, and may engage in the future, in transactions with related parties. For details of our related party transactions, see “Related Party Transactions" on page 474.
Quantitative and Qualitative Disclosures about Market Risks
Our Board has overall responsibility for the establishment and oversight of our risk management framework. We are exposed to the following risks:
Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk mainly comprises currency risk, product price risk and interest rate risk.
Foreign Currency Risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. Our exposure to the risk of change in foreign exchange rates relates to primarily to our operating activities, where revenue or expense is denominated in a foreign currency. Some of our expenses incurred are denominated in foreign currencies, and consequently we are exposed to foreign exchange risk through our purchases from overseas suppliers in various foreign currencies.
Credit Risk
Credit risk refers to the risk of default of a counterparty on its obligation, resulting in a financial loss. Our exposure to credit risk is primarily from our trade receivables, which were Rs209.67 million, U261.91 million, U268.98 million, Rs326.68 million, Rs173.12 million as of six months period ended September 30, 2025, six months period ended September 30, 2024, March 31, 2025, 2024 and 2023, respectively. Our trade receivables are typically unsecured and derived from revenue earned from users primarily located in India.
We manage credit risk through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of users to which we grant credit terms in the normal course of business. Outstanding user receivables are regularly and closely monitored. On the basis of historical trends, we make provisions for outstanding receivables beyond 180 days.
Liquidity Risk
Liquidity risk is a risk that we may not be able to meet our financial obligations on a timely basis through our cash and cash equivalent, and funds available by way of committed credit facilities from banks. Management manages the liquidity risk by monitoring rolling cash flow forecasts and maturity profiles of financial assets and liabilities. This monitoring includes financial ratios and takes into account the accessibility of cash and cash equivalent and additional undrawn financing facilities.
Unusual or Infrequent Events of Transactions
Except as described in this Updated Draft Red Herring Prospectus-I, to our knowledge, there have been no unusual or infrequent events or transactions that have in the past or may in the future affect our business operations or future financial performance.
Known Trends or Uncertainties
Our business has been, and we expect will continue to be, affected by the trends identified above in “ Significant Factors Affecting our Results of Operations" on page 429. To our knowledge, except as described or anticipated in this Updated Draft Red Herring Prospectus-I, there are no known factors which we expect will have a material adverse impact on our revenues or income from continuing operations.
Future Relationship between Cost and Income
Other than as described elsewhere in this Updated Draft Red Herring Prospectus-I, to the knowledge of our management, there are no known factors that might affect the future relationship between costs and income.
Seasonality
The e-commerce industry operates with inherent seasonality driven by multiple factors, primarily the timing of festive periods across different regions of the country, similar to the broader retail industry. Specifically, third quarter of the financial year typically experiences increased sales activity due to multiple sale events linked to major festivals, particularly Diwali, and overall increased consumer spending during this period. The seasonality cycle in both e-commerce and retail also reflects changing seasons and corresponding shifts in demand for specific categories. These patterns form part of the usual business cycle, and we do not anticipate any material risks arising from such seasonality.
Auditors Observations
For details, please see “Risk Factors- 11. Our Statutory Auditors have reported emphasis of matter in the auditors reports for
Financial Year 2025 and for the six months period ended September 30, 2024. 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 Financial Years 2025, 2024 and 2023.” on page 54.
Significant Developments after September 30, 2025
No developments have taken place or circumstances arisen since September 30, 2025, which have materially and adversely affected or are likely to affect within the next twelve months the:
(i) trading, revenue, profitability, performance or prospects of the Company;
(ii) value of the assets of the Company;
(iii) the ability of the Company to pay its liabilities.
IIFL Customer Care Number
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1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
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