OPERATIONS
The following discussion is intended to convey the managements perspective on our financial condition and results of operations for the six months periods ended September 30, 2025 and 2024, and Fiscals 2025, 2024 and 2023. This section should be read together with "Risk Factors", "Industry Overview", "Our Business", and "Restated Consolidated Financial Information" on pages 45, 191, 216, and 302, respectively. Unless otherwise stated, or unless the context otherwise requires, the financial information in this section has been derived from the Restated Consolidated Financial Information included in this Updated Draft Red Herring Prospectus-I. Our financial year ends on March 31 of each year. Accordingly, references to "Fiscal 2025", "Fiscal 2024" and "Fiscal 2023" are to the 12-month period ended March 31 of the relevant year. The financial information for the six months periods ended September 30, 2025 and 2024 should not be taken as an indication of the expected financial condition or results of operations of our Company for the relevant full Fiscal, and are not comparable with the financial information in Fiscals 2025, 2024 and 2023.
Ind AS differs in certain respects from Indian GAAP, IFRS and U.S. GAAP and other accounting principles with which prospective investors may be familiar. Please also see "Risk Factors - Internal Risks - Significant differences exist between Ind AS and other accounting principles, such as IFRS and U.S. GAAP, which may be material to investors assessments of our financial condition, results of operations and cash flows. " on page 81. This discussion contains certain forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forwardlooking statements as a result of certain factors, such as the risks set forth in the chapters entitled "Risk Factors" and "Forward-Looking Statements" on pages 45 and 29, respectively.
The Restated Consolidated Financial Information and operational data included herein reflect our acquisition of Shiprocket Omuni in October 2022, Pickrr in June 2022, Glaucus in February 2022, Swifty (formerly Wigzo) in December 2021 and RocketBox in October 2021. Accordingly, the Restated Consolidated Financial Information and operational data as of and for the six months periods ended September 30, 2025 and 2024 and as of and for the Fiscals ended March 31, 2025, 2024 and 2023 may not be directly comparable.
Unless otherwise indicated, industry and market data used in this section have been derived from the Redseer Report, which has been commissioned and paid for by our Company exclusively in connection with the Offer and prepared, only for the purpose of understanding the industry in which we operate. The Redseer Report will form part of the material documents for inspection and is available at the following web-link: . Such excerpts may have been re-ordered by us for the purpose ofpresentation. Unless otherwise indicated, all financial, operational, industry and other related information derived from the Redseer Report and included herein with respect to any particular year, refers to such information for the relevant year. For further details, see "Risk Factors - Certain sections of this Updated Draft Red Herring Prospectus-I contain information from the Redseer Report which has been exclusively commissioned and paid for by us in relation to the Offer and any reliance on such information for making an investment decision in this offering is subject to inherent risks" on page 59 and "Industry Overview" beginning on page 191.
are the largest new-age end-to-end horizontal e-commerce enablement platform (in terms of revenue from operations registered) in India in Fiscal 2025. Our platform is purpose-built to simplify e-commerce for Merchants who sell directly to end consumers through their own websites, apps or social media channels.
We offer a suite of technology solutions to facilitate e-commerce transactions, including streamlining logistics, order fulfilment and returns, improving conversion rates and checkout experience, retaining and servicing end consumers through omnichannel communication channels, accepting orders from multiple order channels, and generating end consumer data insights, among others. In addition, we provide Merchants with access to an intuitive Merchant website and mobile application for business management and an ecosystem of more than 250 partners from April 2021 to September 2025. Through a fully managed e- commerce infrastructure, we enable businesses to efficiently grow their operations.
We operate two businesses, comprising our Core Business and Emerging Business.
Our Core Business encompasses:
(i) our Domestic Shipping platform, whereby we provide Merchants with access to logistics partners to deliver goods to end consumers within India, and
(ii) our Shipping Apps, which are value added software utilities that enhance Merchants Domestic Shipping transactions.
Our Emerging Business comprises additional tools and platforms that Merchants can leverage independently of, or in addition to, our Core Business offerings, to enhance Merchant operations and the end consumer experience. Our Emerging Business offerings primarily comprise: (i) our cargo and fulfilment business, through which Merchants can access heavy logistics providers (partial truck load and full truck load) for deliveries within India, and Shiprocket Omuni, a platform that connects online marketplaces, brand websites, and physical retail stores into a single system, (ii) our cross-border platform, which enables international shipments, (iii) data-driven marketing ads and marketing solutions, and (iv) others, comprising capital solutions to address our Merchants working capital needs, hyperlocal deliveries and other Merchant solutions within our Emerging Business. Such offerings extend our value proposition by enabling Merchants to improve sales and conversion and scale their business.
We cater to a diverse set of Merchants spanning various product categories. In the six months period ended September 30, 2025, our top 250 Power Merchants included brand.com platforms and offline brands and the remaining Power Merchants included midsize websites and marketplaces. The remaining Merchants during such period included offline retailers and social sellers.
We operate a full-responsibility model where we take complete ownership of transactions completed on our platform, from fulfilment to payments and post-order processes, including escalating complaints, handling operational lapses and addressing any financial losses arising from shipments. We serve as a one-stop partner for Merchants, enabling them to manage their postorder operations entirely through us and not have to directly handle issues such as fragmented logistics, financial reconciliations and dispute resolutions. Our Merchants are then able to focus on growing their business.
We operate on an asset-light business model, whereby we operate without owning any delivery fleets or fulfilment centres, and have a scalable technology platform at the core of our business. By scaling our technology platform, we are able to grow our merchant base, increase transaction volumes and product utilisation, driving revenue growth. This asset-light business model thus drives scalability, operational efficiency and cost advantages as we grow our business.
Notes:
(1) Revenue from Operations per Employee: Revenue from Operations divided by average number of employees for the respective period/Fiscal. Employee refers to the employees who are on our payroll as of a given date. The average number of employees is calculated as the sum of the number of employees at the beginning of a particular period/Fiscal and at the end of a particular period/Fiscal, divided by two.
(2) Gross Additions to PPE as % of Revenue from Operations: Refers to the additions to Property Plant and Equipment excluding the additions consequent to the business combination of Subsidiaries as a % of Revenue from Operations for the relevant period/Fiscal.
(3) Cash Conversion Cycle: Represents Days Sales Outstanding less Days Payable Outstanding. Days Sales Outstanding is computed as Trade Receivables net of Merchants balance in wallet plus Unbilled Revenue divided by Revenue from Operations for the relevant period/Fiscal multiplied by the number of days in the relevant period/Fiscal. Days Payable Outstanding is computed as Trade Payables divided by Total Expenses (excluding Employee benefits expense, Finance costs, Depreciation and amortisation expense and Non cash expenses) for the relevant period/Fiscal multiplied by the number of days in the relevant period/Fiscal.
For more details on our business, see "Our Business" on page 216.
Revenue
We derive revenue from the sale of merchant solutions within our Core Business Segment and Emerging Business Segment and revenue from sale of traded goods within our Emerging Business Segment. The revenue split between our Core Business Segment and Emerging Business Segment is summarized in the table below for the periods/Fiscals indicated:
| Particulars | For the Six Months Period Ended September 30, | Fiscal | |||
| 2025 | 2024 | 2025 2024 2023 | |||
| (Rs million) | |||||
| Revenue from Operations - Core Business (1) | 7,049.13 | 6,605.76 | 13,059.27 | 10,846.58 | 9,676.26 |
| Revenue from Operations - Emerging Business (E = A+B+C+D) | 2,377.61 | 1,564.32 | 3,260.85 | 2,313.18 | 1,212.01 |
| -Cargo and fulfilment (2) (A) | 1,272.37 | 835.50 | 1,721.33 | 1,411.64 | 944.23 |
| -Cross-border (3) (B) | 720.73 | 612.32 | 1,224.80 | 702.42 | 132.02 |
| -Ads and marketing solutions (4) (C) | 323.55 | 108.76 | 268.24 | 194.97 | 134.17 |
| -Others (5) (D) | 60.96 | 7.74 | 46.48 | 4.15 | 1.59 |
Notes:
(1) Our Core Business Segment comprise revenue from our Domestic Shipping Platform and Shipping Apps.
(2) Cargo and Fulfilment includes revenue from cargo, fulfilment, and Shiprocket Omuni.
(3) Cross-border includes revenue from cross-border shipping.
(4) Ads and Marketing Solutions includes revenue from Shiprocket Checkout and Shiprocket Ads and Marketing Solutions.
(5) Others includes revenue from hyperlocal deliveries through Shiprocket Quick, capital solutions offerings and other Merchant solutions from the Emerging Business segment.
Our Revenue from Operations grew at a CAGR of 22.43% from Fiscal 2023 to Fiscal 2025. On a year-on-year basis, Revenue from Operations increased by 20.86% from Fiscal 2023 to Fiscal 2024 and by 24.02% from Fiscal 2024 to Fiscal 2025.
In June 2022, we acquired Pickrr, and the partial consolidation of its revenue contributed to the growth of our Core Business in Fiscal 2023. During Fiscal 2024, we completed the full integration of Pickrr into the Shiprocket platform, as a result of which, our ability to onboard new Merchants in Fiscal 2024 was temporarily limited resulting in a 12.09% increase in Revenue from Operations - Core Business to Rs10,846.58 million in Fiscal 2024 from Rs9,676.26 million in Fiscal 2023. This integration involved the migration of merchants from the Pickrr platform to the Shiprocket platform, resulting in operational synergies. Our Revenue from Operations - Core Business increased to Rs13,059.27 million in Fiscal 2025 from Rs10,846.58 million in Fiscal 2024, demonstrating a growth of 20.40%.
Revenue from Merchant Solutions
We primarily operate on a consumption-based pricing model whereby our revenue is linked to our Merchants usage of our products, which is measured based on differing parameters for each product, such as the number of unique transactions or GMV processed. To support our Merchants in enhancing their customer service, we have integrated a range of solutions into our platform including AI-driven courier selection, tools to reduce cart abandonment, and data-driven insights to improve operational efficiency. By utilizing these tools, Merchants are empowered to grow their business and increase their transaction volumes with us, and in turn, contribute to the growth of our revenue. Payment is typically received in advance or upon invoicing, with payment terms varying by contract type but usually requiring payment up to 90 days of the invoice date. A large number of our Merchants work with us on a prepaid basis via a closed wallet on our platform. Revenue from Merchant Solutions amounted to 99.42%, 99.79%, 99.68%, 99.87% and 99.93% of Revenue from Operations in the six months period ended September 30, 2025 and 2024, and in Fiscals 2025, 2024 and 2023, respectively.
We have two business segments, comprising (i) our Core Business; and (ii) our Emerging Business.
Revenue from Operations - Core Business
Our Core Business Segment encompasses:
(i) our Domestic Shipping platform, whereby we provide merchants with access to logistics providers that deliver the goods to end consumers within India; and
(ii) our Shipping Apps, which are value added software utilities which serve to enhance Merchants shipping transactions.
Revenue from Operations - Core Business amounted to 74.78%, 80.85%, 80.02%, 82.42% and 88.87% of Revenue from Operations in the six months period ended September 30, 2025 and 2024, and in Fiscals 2025, 2024 and 2023, respectively.
Net revenue retention for our Core Business was 103.51%, 96.27%, and 122.64% for Fiscals 2025, 2024, and 2023, respectively. The net revenue retention rate percentage is computed as Revenue from Operations - Core Business for the current Fiscal from all Active Merchants existing during the previous Fiscal. After adjusting for (i) the impact of Pickrr merchants who did not migrate to the Shiprocket platform at the time of integration, and (ii) two outlier Active Merchants who (a) had ceased operations and (b) was deeply integrated into Pickrrs legacy technology stack and did not undertake another technology transition. In view of the foregoing, our adjusted net revenue retention for Fiscals 2025, 2024, and 2023 was 104.63%, 104.44%, and 116.62%, respectively.
Revenue from Operations - Emerging Business
Our Emerging Business offerings focus on new market creation and solving high-friction challenges in early-stage, underserved segments of e-commerce. Merchants are able to utilize these offerings together with, or independent of, our Core Business offerings. Our key products comprise: (i) cargo and fulfilment business, (ii) Cross-border platform, (iii) ads and marketing solutions, and (iv) others, comprising capital solutions, hyperlocal deliveries and other Merchant solutions within our Emerging Business. Such offerings extend our value proposition by enabling Merchants to improve sales and conversion and scale their business.
Revenue from Operations - Emerging Business amounted to 25.22%, 19.15%, 19.98%, 17.58% and 11.13% of Revenue from Operations, in the six months period ended September 30, 2025 and 2024, and in Fiscals 2025, 2024 and 2023, respectively.
Within the Emerging Business, the cargo and fulfilment businesses, Cross-border platform and ads and marketing solutions were key growth drivers in Fiscal 2025, Fiscal 2024 and Fiscal 2023. Such products contributed 98.57%, 99.82% and 99.87% of Revenue from Operations - Emerging Business in the Fiscals 2025, 2024 and 2023, respectively. Likewise, the cargo and fulfilment businesses, Cross-border platform, ads and marketing solutions, were our key growth drivers in the six months ended September 30, 2025 and 2024. Such products contributed 97.44% and 99.51% and of Revenue from Operations - Emerging Business, respectively, in the six months ended September 30, 2025 and the six months ended September 30, 2024, respectively. Revenue from the cargo and fulfilment businesses, Cross-border platform, ads and marketing solutions, grew by 52.29%, 17.70% and 197.49% in the six months period ended September 30, 2025, respectively.
Revenue from Sale of Traded Goods
Within our Emerging Business, we also derive revenue from sales of packaging materials. Revenue from sale of traded goods amounted to Rs54.90 million, Rs17.19 million, Rs52.89 million, Rs16.69 million and Rs8.10 million in the six months periods ended September 30, 2025 and 2024, and in Fiscals 2025, 2024 and 2023, respectively.
Other Income
We also receive other income primarily in the form of interest income on bank deposits. Other income amounted to Rs 281.13 million, Rs201.90 million, Rs428.09 million, Rs418.57 million and Rs380.71 million in the six months periods ended September 30, 2025 and 2024, and in Fiscals 2025, 2024 and 2023, respectively.
Expenses
Our key expenses comprise (i) Cost of Merchant Solutions, (ii) employee benefits expense, (iii) depreciation and amortisation expense, and (iv) other expenses, mainly comprising server and communication costs, warehousing management expenses and marketing expenses.
Cost of Merchant Solutions
The Cost of Merchant Solutions reflects the cost of providing the products and services in our Core Business and Emerging Business. This includes delivery fees paid to logistic partners for each transaction facilitated through our platform, the cost of communications to end consumers to facilitate our offerings (such as SMS and fees for messaging apps), and off-role manpower costs in relation to the provision of our Fulfilment services.
Cost of Merchant Solutions represented 73.92%, 74.71%, 74.32%, 76.52% and 76.64% of our Revenue from Operations in the six months periods ended September 30, 2025 and 2024, and Fiscals 2025, 2024 and 2023, respectively.
Employee benefits expense
Our employee benefits expense consists of salaries and wages, employee share based payment expenses, contribution to provident and other funds, gratuity and staff welfare expenses paid to our employees. We had 1,358 permanent employees, as of September 30, 2025.
Depreciation and amortisation expense
We incur depreciation and amortisation expense in relation to our property, plant and equipment, amortization of intangible assets, primarily relating to our technology platform, customer relationships and non-compete fees arising from our acquisitions, and depreciation of right-of-use assets, comprising our leased offices and leased fulfilment centres.
Other expenses
Our other expenses primarily consist of server and communication costs, warehousing management expenses and marketing expenses. The overhead costs of operating our fulfilment centres, such as utility fees, are recognized as other expenses. We record provision for doubtful debts as per our policy in accordance with the Ind AS. We invest in marketing campaigns, brand building initiatives and product campaigns to promote our brand and products.
PRINCIPAL FACTORS AFFECTING OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our results of operations and financial condition have been and continue to be, affected by many factors, some of which are beyond our control. This section sets out certain key factors that our management believes have affected our results of operations and could affect its results of operations in the future.
Growth of Power Merchants
The number of Power Merchants serves as a key driver of our business. Power Merchants are Merchants that demonstrate higher cross-sell ratios and growth potential as compared to the rest of our merchant base. We have designed our suite of product offerings to include multiple solutions with a variety of use cases in order to maximise usage by Power Merchants. Our focus on our Power Merchants has helped us increase the number of Power Merchants on our platform. In the six months periods ended September 30, 2025 and 2024, and Fiscals 2025, 2024 and 2023, our Power Merchants count was 8,596, 8,229, 10,005, 9,020 and 8,190, respectively. As the number of Power Merchants on our platform increases, we are able to unlock more value as these Power Merchants utilise more of our product offerings.
Our comprehensive end-to-end platform which integrates multiple products offerings in a single unified dashboard to simplify and streamline business operations for Merchants across the entire e-commerce transaction, is pivotal to our ability to attract new Power Merchants to our platform. Our Merchants are able to access the services of more than 250 ecosystem partners integrated on our platform from April 2021 to September 2025. Our end-to-end offerings generate user stickiness amongst our wider merchant base, enabling us to develop long-term relationships with them as we provide them with the tools to scale their business and become Power Merchants. The number of Power Merchants on our platform has grown, as detailed in the table below.
Our user-friendly platform and seamless onboarding process help attract Merchants and accelerate merchant onboarding, driving an increase in our merchant base, including Power Merchants, on our platform. We have a dedicated enterprise sales team that is responsible for onboarding larger clients, further simplifying the onboarding process. In the six months period ended September 30, 2025, 96.92% of merchant onboarding was completed without any intervention from our support team for the Core Business, allowing Merchants to swiftly start using our services. In the six months period ended September 30, 2025, 68.00% of Merchants funded their wallets and placed a shipment order within the same day that they finish signing up. Following their onboarding, our Merchants are able to access a dashboard that enables them to access and utilise our product offerings.
Notes: Data above are monthly averages for the six months period ended September 30, 2025, except as otherwise stated.
(1) Same month recharge to FTS%: Percentage of Merchants placing their first shipment in the same month that they recharge their wallet for the Core Business for the six months period ended September 30, 2025.
(2) % of Merchants getting their first order within 24 hours of signing up: Percentage of Merchants that have signed up with us in the six months period ended September 30, 2025 and received their first order within 24 hours of signing up for the Core Business.
(3) First Call Resolution Rate: Percentage of tickets resolved on the first call.
We invest in digital performance marketing and brand marketing to acquire new Merchants, including potential Power Merchants. We offer Merchants training programs to familiarize them with our platform and products, and our sales personnel
work with Merchants to setup their online business and offer support in operating our products and services. In addition, we conduct offline events that facilitate merchant acquisition.
Additionally we conduct offline events like "Shiprocket Shivir" and "Shiprocket Yatra". Shiprocket SHIVIR is our national brand IP, a day that we dedicate to celebrating small businesses by gathering together Indian entrepreneurs across all business scales to provide them with the opportunity to connect, learn and collaborate and grow their business. Complementing this initiative, Shiprocket Yatra, our regional brand IP, is designed to unlock opportunities in local markets and deepen regional engagement through a structured seller meet format. Focused on empowering Merchants, Yatra facilitates connections and knowledge-sharing amongst such Merchants, fostering growth in hyperlocal markets. By fostering the growth of our Merchants, we seek to develop the next generation of Power Merchants.
Revenue Retention of Power Merchants and Scaling Cross-sell Opportunities
Our comprehensive platform catering to our Merchants operational and strategic needs across their business lifecycle as they scale their operations, is key to our ability to retain our Power Merchants and engage them with additional product cross-sells, and in turn, drive revenue growth. We have also introduced a wide range of products which help our Merchants reduce return- to-origin rates, improve website conversion rates, reduce frauds, improve shipping efficiency and enhance the shopping experience for end consumers. Leveraging our database, we offer Merchants data-driven insights which help them streamline their business operations. Our platform and products offer broad use cases and adaptability, helping Merchants to manage their operational challenges while strengthening their reliance on our platform. This has contributed to our merchant retention rates.
Improvements in merchant engagement and transaction volumes have been a key driver of the growth of our ARPU, underscoring our ability to deliver value and support merchant revenue growth. In particular, our Power Merchants have historically demonstrated higher cross-sell ratios as compared to non-Power Merchants, and are expected to be a key driver of growth in ARPU and total revenue. We recorded a significant increase in ARPU in Fiscal 2023 on account of volume growth of existing Merchants and our acquisition of Pickrr in Fiscal 2023.
The following table provides the cross-sell ratios for Power Merchants for the periods/Fiscals indicated.
| Particulars | For the Six Months Period Ended September 30, | Fiscal | |||
| 2025 | 2024 | 2025 | 2024 | 2023 | |
| Power Merchants using more than two products (1) | 72.81% | 78.64% | 78.68% | 77.14% | 59.11% |
| Power Merchants using more than three products (2) | 52.27% | 57.86% | 58.93% | 58.07% | 39.21% |
Notes:
(1) Power Merchants using more than two products: Percentage of Power Merchants using more than two products during the relevant period/Fiscal.
(2) Power Merchants using more than three products: Percentage of Power Merchants using more than three products during the relevant period/Fiscal.
Notes:
(1) Power Merchants: Merchants with an average of more than 100 unique transactions per Active Month, calculated as the total number of unique transactions of the Merchant for the relevant period/Fiscal divided by the number of Active Months. Active Month refers to the month in which the Merchant has at least one transaction on our platform. Data is for the six months period ended September 30, 2025.
(2) Power Merchant ARPU: Revenue from Power Merchants divided by the count of Power Merchants for the relevant period/Fiscal. Data is for the six months period ended September 30, 2025.
(3) From the six months period ended September 30, 2024 to the six months period ended September 30, 2025.
Power Merchant ARPU
Note:
(1) Power Merchant ARPU: Revenue from Power Merchants divided by the count of Power Merchants for the relevant period/Fiscal.
Addition of New Products and Innovations
Our introduction of new products to our platform which cater to our Merchants evolving needs, enables us to enhance our value proposition, and thereby drive merchant acquisition and retention and revenue growth. We have introduced new products which have demonstrated significant growth and scalability. Revenue from our cargo business, which was first introduced in November 2021 grew 8.53 times from Fiscal 2023 to Fiscal 2025, reflecting strong adoption amongst Merchants seeking efficient bulk shipping solutions. Our Cross-border trade business, which was first introduced in January 2022, also experienced significant growth, with revenue increasing by 9.28 times from Fiscal 2023 to Fiscal 2025, driven by increasing demand for cross-border e-commerce support.
The proportion of Merchants that began their journey on the Shiprocket platform with our Core Business as their initial product was 96.81% for Fiscal 2023, as compared to 75.77% for the six months period ended September 30, 2025, as we expanded and diversified our product offerings and the proportion of Merchants being onboarded through our Emerging Business grew.
The following table showcases the number of new Merchants that joined our platform through our Core Business as compared to Emerging Business for the periods/Fiscals indicated.
| Business Segment | For the Six Months Period Ended September 30, | Fiscal | |||
| 2025 | 2024 | 2025 | 2024 | 2023 | |
| Core Business | 75.77% | 92.98% | 88.98% | 93.77% | 96.81% |
| Emerging Business | 24.23% | 7.02% | 11.02% | 6.23% | 3.19% |
| Total | 100% | 100% | 100% | 100% | 100% |
We plan to continue investing in our Emerging Business, which has grown rapidly and has contributed significantly to our business growth. We have made significant investments in product development to support the expansion of Emerging Business products, such as our Cross-border platform, checkout platform, hyperlocal deliveries and cargo platform. Through our Crossborder platform, we offer Merchants end-to-end solutions for international shipments, including connecting them with a virtual logistics network comprising multiple supply chain partners, and providing customs clearance support. With respect to our
checkout platform, we offer our Merchants multiple payment options and secure transactions on their checkout page, single sign-on, auto address prefill, and fraud prevention, which help to enhance consumer confidence and improve consumer conversion rates. We also launched a dedicated app for our Merchants, Shiprocket Quick, in September 2024 to enable us to better serve our Merchants hyperlocal and quick delivery requirements.
Our Emerging Business is the key area for our new product development and feature build-out. Given that it comprises multiple offerings with distinct use cases and Merchant needs, we maintain dedicated product and technology teams for each offering within the Emerging Business, whereas our Core Business, being more mature in terms of product development, primarily requires our product and technology team to focus on maintenance and ensuring platform uptime.
As the Emerging Business is at a nascent stage and its teams are simultaneously developing new features based on Merchant interactions and problem statements and maintaining uptime, it requires a higher deployment of costs than our Core Business. In addition, as our Emerging Business comprises tools and platforms that are more data-intensive, it requires greater capacity and technology infrastructure to ensure high availability and performance as volumes scale. Server and Communication Costs primarily reflect the cost of hosting data on cloud servers and communication expenses (including text messaging, email and social messaging) and are driven by actual usage factors such as computer hours, memory consumption and bandwidth usage, as well as the provisioning of additional baseline capacity to avoid downtime for our Merchants. Consequently, Server and Communication Costs are proportionately higher for the Emerging Business relative to the Core Business.
The following table provides a breakdown of Revenue from Operations by Core Business and Emerging Business for the periods/Fiscals indicated.
| Particulars | For the Six Months Period Ended September 30, | Fiscal | |||
| 2025 | 2024 | 2025 2024 2023 | |||
| (Rs million, except as stated otherwise) | |||||
| Revenue from Operations - Core Business (A) | 7,049.13 | 6,605.76 | 13,059.27 | 10,846.58 | 9,676.26 |
| Revenue from Operations - Core Business as a % of Revenue from Operations (C=A/B) (%) | 74.78% | 80.85% | 80.02% | 82.42% | 88.87% |
| % increase Year on Year and period over period | 6.71% | N.A. | 20.40% | 12.09% | N.A. |
| Revenue from Operations - Emerging Business (D) | 2,377.61 | 1,564.32 | 3,260.85 | 2,313.18 | 1,212.01 |
| Revenue from Operations - Emerging Business as a % of Revenue from Operations (E=D/B) (%) | 25.22% | 19.15% | 19.98% | 17.58% | 11.13% |
| % increase Year on Year and period over period | 51.99% | N.A. | 40.97% | 90.85% | N.A. |
| Revenue from Operations (B) | 9,426.74 | 8,170.08 | 16,320.12 | 13,159.76 | 10,888.27 |
The following table provides an overview of the investments made into the Emerging Business, in the form of employee cost and server and communication cost.
| Particulars | For the Six Months Period Ended September 30, | Fiscal | |||
| 2025 | 2024 | 2025 2024 2023 | |||
| (^ million, except as stated otherwise) | |||||
| Employee benefits expense (excluding Share Based Payment Expense) - Emerging Business Segment | 851.47 | 714.97 | 1,394.63 | 1,531.81 | 1,647.29 |
| Employee benefits expense (excluding Share Based Payment Expense) of Emerging Business Segment as a % of Revenue from Operations - Emerging Business (%) | 35.81% | 45.70% | 42.77% | 66.22% | 135.91% |
| Server and communication cost of Emerging Business Segment | 128.19 | 87.14 | 170.37 | 173.91 | 86.10 |
| Server and communication cost of Emerging Business as a % of Revenue from Operations - Emerging Business (%) | 5.39% | 5.57% | 5.22% | 7.52% | 7.10% |
Leveraging Our Digital Distribution Capabilities
We had 145,269 Active Merchants, as of September 30, 2025, and we plan to continue launching new products for our Merchants and increasing product adoption through our digital distribution channels. We have launched multiple products based on the needs of our Merchants. As we grew our product portfolio, we were able to scale the Merchant base for products such as Checkout, Engage 360, Shiprocket Secure and Early COD to reach 1,000 Merchants within two to 20 months from the relevant product launch date. We will continue leveraging our digital distribution capabilities to drive new product adoption and revenue growth.
Continue Delivering Operating Leverage
We benefit from significant operating leverage within our Core Business, which has been profitable since Fiscal 2022.
Employee benefits expense increased in Fiscal 2023 on account of our acquisition of Pickrr. Our employee benefits expense as a percentage of Total Expenses was 18.00% in Fiscal 2025 and 18.43% for the six months period ended September 30, 2025.
The following table provides an overview of the Employee benefits expense and Other expense of the Core Business Segment, in absolute amounts and as a percentage of Revenue from Operations - Core Business for the periods indicated.
| Particulars | For the Six Months Period Ended September 30, | Fiscal | |||
| 2025 | 2024 | 2025 2024 2023 | |||
| (t in million, except as stated otherwise) | |||||
| Employee benefits expense (excluding Share Based Payment Expense) - Core Business Segment | 453.00 | 426.52 | 841.76 | 849.64 | 880.27 |
| Other expense - Core Business Segment | 392.85 | 397.41 | 766.37 | 772.95 | 1,065.45 |
| Employee benefits expense (excluding Share Based Payment Expense) - Core Business Segment as a percentage of Revenue from Operations - Core Business (%) | 6.43% | 6.46% | 6.45% | 7.83% | 9.10% |
| Other Expense - Core Business Segment as a percentage of Revenue from Operations - Core Business (%) | 5.57% | 6.02% | 5.87% | 7.13% | 11.01% |
The following table provides the Adjusted EBITDA Margin - Core Business for the periods/Fiscals indicated.
| Particulars | For the Six Months Period Ended September 30, | Fiscal | |||
| 2025 | 2024 | 2025 | 2024 | 2023 | |
| Adjusted EBITDA Margin - Core Business (%) | 12.36% | 11.55% | 12.02% | 6.65% | 0.08% |
Our Core Business had a low CAC per Merchant of Rs2,817.88, Rs3,465.96, Rs3,361.46, Rs4,101.24 and Rs4,772.47 in the six months periods ended September 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023, respectively. The decrease in CAC from Fiscal 2023 to Fiscal 2024 was primarily due to the full integration of Pickrr into the Shiprocket platform. Our marketing expenses declined as we were able to optimize our digital marketing spends and benefited from synergies arising from integration with the acquired businesses. As our comprehensive product suite draws in new Merchants, our base of Merchants with low CAC is expected to widen. As such, we expect to benefit from operating leverage, leading to margin expansion and higher free cash flow as we continue to grow our business.
We are committed to incorporating data-driven AI technologies leveraging on our merchant and transaction database at multiple touchpoints with end consumers and Merchants, including through voice, text, and hyper-personalization, in order to drive operational efficiency within our organization. We also plan to build generative AI bots over text and voice channels to make processes such as customer service, account management and onboarding seamless and scalable. This will enable our teams to further drive efficiency with sharper and proactive communication and resolution, thereby improving merchant retention. Our focus on automation, using data intelligently and embedding generative AI across our technology stack is expected to position us as a high operating leverage business for the future.
Ability to Successfully Acquire and Integrate Businesses
We have in the past acquired businesses and platform technologies that complement our platform, enhance our technology and offer growth opportunities, and will continue to seek opportunities for acquisitions or investments in complementary businesses to drive the growth of our Merchants and resulting growth of our business and product offerings. Our ability to successfully integrate newly acquired businesses or technologies with our existing platform, and derive expected benefits therefrom, will be a key factor in the growth of our business.
We are capital efficient in our investments. We have raised a total of Rs21,701 million from marquee investors such as Macritchie Investments Pte. Ltd., Bertelsmann Nederland B.V., PayPal Inc., Zomato Limited, Tribe Capital III, LLC, MUFG Bank, Ltd., KDT Venture Holdings, Razorpay Software Private Limited and LR India Fund I S.a.r.l., SICAV-RAIF, of which Rs10,814 million has been invested into strategic acquisitions which have contributed to the development of a more integrated e- commerce enablement platform. We acquired Rocketbox, specializing in cargo shipments, in October 2021; Swiftly (formerly Wigzo), a marketing automation tool, in December 2021; Glaucus, a fulfilment technology platform, in February 2022; Pickrr, a logistics aggregator streamlining shipping solutions, in June 2022; and Shiprocket Omuni, an omnichannel platform for managing online and offline commerce, in October 2022. These acquisitions were selected based on their technological architecture, stability and scalability, ensuring seamless integration into Shiprockets operations.
A key focus for all our acquisitions was the potential targets leadership, particularly the technical mindset of key enginee ring and product leaders, including the founders, to align their platforms with our vision. We analysed the evolution of each platform to assess their adaptability and scalability, which guided our integration strategy. We formed cross-functional teams, incorporating members from both Shiprocket and the acquired companies, which facilitated a smoother integration process and a shared sense of ownership. Strategic use case integration allowed collaboration across platforms, driving business impact while strengthening platform unification.
To ensure a streamlined experience for Merchants, we consolidated key functionalities such as wallet management, customer service, onboarding, and single sign-on into our Core Business platform. The results of these efforts included the seamless integration of Pickrr, ensuring business continuity while enhancing logistics capabilities; the enhancement of Shiprocket Omuni, unlocking cross-selling opportunities by integrating Shiprockets logistics services; a unified cargo shipping experience through Rocketboxs expertise; the launch of Engage 360, combining Swiftlys automation capabilities with our Engage product to create an omnichannel marketing automation solution; and a comprehensive fulfilment offering by merging Glaucuss platform with Shiprocket Fulfilments order management system, improving operational efficiency and customer satisfaction. These integrations have played a crucial role in strengthening our market position, expanding our service capabilities, and driving revenue growth.
Ability to Add New Vendors Into Our Ecosystem
Our ecosystem comprised more than 250 partners from April 2021 to September 2025, including logistics and fulfilment centre providers, communication platforms, shopping carts, social media platforms and marketplaces, payment gateways, ERP providers, developers and credit providers. We integrate our partners products into our platform, offering more than 250 partners products from April 2021 to September 2025. Through our platform, Merchants have access to a network of 42 logistics providers across our Core Business and Emerging Business offerings, as of September 30, 2025, covering more than 19,000 pin codes in India in the six months period ended September 30, 2025. We collaborated with 12 NBFCs and lending partners in the six months period ended September 30, 2025 to provide our Merchants with financial solutions addressing their working capital needs. Our platform is also integrated with fulfilment centre providers, communication platforms, shopping carts, social media platforms and marketplaces, payment gateways, ERP providers and developers. This extensive ecosystem enables us to offer our Merchants more options that enhance their user experience and enable them to better tailor our products to their business, and in turn, enhance merchant retention. Thus, our ability to add more partners to our ecosystem will be instrumental to the growth of our business.
We plan to expand our global network of ecosystem partners to cover more international markets, to further widen our Merchants international growth opportunities. We have added new lanes in Fiscal 2024 and Fiscal 2025, and plan to open new lanes for international shipments in new countries. In addition, we plan to grow our partner network by onboarding new couriers, payment gateways, inventory systems and capital providers.
We plan to integrate more partners to our ecosystem to further enhance the merchant experiences across the value chain. For example, we plan to add specialised logistics providers to augment the shipping experience and more credit providers to provide Merchants with additional financing options.
Seasonality
Our business is subject to seasonality. Our Merchants have experienced lower demand for their products on their direct sales channel, such as websites and app, in the third quarter of each Fiscal, during the Diwali festivities. This is largely due to more sales and discounts being offered on large e-commerce marketplaces, which reduce demand for products supplied by our Merchants on their direct sales channels.
SUMMARY RESULTS OF OPERATIONS
The following table sets forth select financial data, the components of which are also expressed as a percentage of total income for such period/Fiscal.
| Particulars | For the Six Months Period Ended September 30, | Fiscal | ||||||||
| 2025 | 2024 | 2025 | 2024 | 2023 | ||||||
| Amount | % of Total Income | Amount | % of Total Income | Amount | % of Total Income | Amount | % of Total Income | Amount | % of Total Income | |
| Income | ||||||||||
| Revenue from Operations | 9,426.74 | 97.10% | 8,170.08 | 97.59% | 16,320.12 | 97.44% | 13,159.76 | 96.92% | 10,888.27 | 96.62% |
| Other income | 281.13 | 2.90% | 201.90 | 2.41% | 428.09 | 2.56% | 418.57 | 3.08% | 380.71 | 3.38% |
| Total income | 9,707.87 | 100.00% | 8,371.98 | 100.00% | 16,748.21 | 100.00% | 13,578.33 | 100.00% | 11,268.98 | 100.00% |
| Expenses | ||||||||||
| Cost of Merchant Solutions | 6,968.64 | 71.78% | 6,103.76 | 72.91% | 12,129.31 | 72.42% | 10,070.37 | 74.17% | 8,344.77 | 74.05% |
| Purchase of traded goods | 83.65 | 0.86% | 31.58 | 0.38% | 79.67 | 0.48% | 55.67 | 0.41% | 41.58 | 0.37% |
| Particulars | For the Six Months Period Ended September 30, | Fiscal | ||||||||
| 2025 | 2024 | 2025 | 2024 | 2023 | ||||||
| Amount | % of Total Income | Amount | % of Total Income | Amount | % of Total Income | Amount | % of Total Income | Amount | % of Total Income | |
| (in Rs million, unless otherwise indicated) | ||||||||||
| Changes in inventories of traded goods | (2.41) | (0.02%) | (1.74) | (0.02%) | (2.28) | (0.01%) | (2.59) | (0.02%) | (7.79) | (0.07%) |
| Employee benefits expense | 1,859.88 | 19.16% | 1,603.40 | 19.15% | 3,149.16 | 18.80% | 4,307.91 | 31.73% | 3,437.65 | 30.51% |
| Finance cost | 131.36 | 1.35% | 128.47 | 1.53% | 220.69 | 1.32% | 233.14 | 1.72% | 98.28 | 0.87% |
| Depreciation and amortisation expense | 158.01 | 1.63% | 188.69 | 2.25% | 352.20 | 2.10% | 759.78 | 5.60% | 413.86 | 3.67% |
| Other expenses | 891.97 | 9.19% | 740.89 | 8.85% | 1,563.95 | 9.34% | 1,662.07 | 12.24% | 1,899.22 | 16.85% |
| Total Expenses | 10,091.10 | 103.95% | 8,795.05 | 105.05% | 17,492.70 | 104.45% | 17,086.35 | 125.84% | 14,227.57 | 126.25% |
| Restated Loss before exceptional items, share of loss of an associate and tax | (383.23) | (3.95%) | (423.07) | (5.05%) | (744.49) | (4.45%) | (3,508.02) | (25.84%) | (2,958.59) | (26.25%) |
| Exceptional items | - | - | - | - | - | - | (2,443.79) | (18.00%) | (631.58) | (5.60%) |
| Restated Loss before tax | (383.23) | (3.95%) | (423.07) | (5.05%) | (744.49) | (4.45%) | (5,951.81) | (43.83%) | (3,590.17) | (31.86%) |
| Tax Expense | ||||||||||
| Adjustment of tax relating to earlier periods | - | - | - | - | - | - | - | - | 2.91 | 0.03% |
| Total tax expense | - | - | - | - | - | - | - | - | 2.91 | 0.03% |
| Restated Loss for the period / year | (383.23) | (3.95%) | (423.07) | (5.05%) | (744.49) | (4.45)% | (5,951.81) | (43.83%) | (3,593.08) | (31.88%) |
Six Months Period Ended September 30, 2025 Compared to Six Months Period Ended September 30, 2024 Revenue from Operations
Our Revenue from Operations grew by 15.38%, reaching Rs9,426.74 million in the six months period ended September 30, 2025, up from Rs8,170.08 million in the six months period ended September 30, 2024. This growth was primarily driven by increased revenue from our Core Business and Emerging Business Segments, which in turn, was largely driven by higher ARPU and an increase in the number of Power Merchants on our platform. Power Merchants ARPU increased from Rs0.88 million in the six months period ended September 30, 2024 to Rs0.94 million in the six months period ended September 30, 2025, while the number of Power Merchants increased from 8,229 to 8,596 over the same period.
In the six months period ended September 30, 2025, our revenue growth was tempered by Project Nexus, where we restructured our Merchant acquisition and key account management strategy for our Core Business, which led to a temporary decline in new Merchants joining our platform through this segment during the period. This was partially offset by higher levels of revenue generated in the Emerging Business Segment as we scaled our Emerging Business product offerings to more users, such as the Cross-border platform, cargo and fulfilment business and Shiprocket Ads and Marketing Solutions.
Other income
Our other income increased by 39.24% to Rs281.13 million in the six months period ended September 30, 2025 from Rs201.90 million in the six months period ended September 30, 2024, primarily due to an increase in interest income on bank deposits.
Total Expenses
Total Expenses increased by 14.74% to Rs10,091.10 million in the six months period ended September 30, 2025 from Rs8,795.05 million in the six months period ended September 30, 2024, primarily due to an increase in the Cost of Merchant Solutions.
Total Expenses as a percentage of total income was 103.95% in the six months period ended September 30, 2025, as compared to 105.05% in the six months period ended September 30, 2024.
Cost of Merchant Solutions
Our Cost of Merchant Solutions increased by 14.17% to Rs6,968.64 million in the six months period ended September 30, 2025 from Rs6,103.76 million in the six months period ended September 30, 2024, in line with the increase in our Revenue from Operations. The Cost of Merchant Solutions represented 71.78% of our total income in the six months period ended September 30, 2025, as compared to 72.91% in the six months period ended September 30, 2024.
Purchase of traded goods
Our purchase of traded goods increased by 164.90% to Rs83.65 million in the six months period ended September 30, 2025 from ^31.58 million in the six months period ended September 30, 2024, in line with the increase in Revenue from Operations. Purchase of traded goods represented 0.86% of total income in the six months period ended September 30, 2025 and 0.38% in the six months ended September 30, 2024.
Changes in inventories of traded goods
Changes in inventories of traded goods for the six months period ended September 30, 2025 amounted to Rs2.41 million, which is on account of increased consumption of packaging materials. The Company maintains inventory related to packaging materials. Any movement in the opening and the closing stock of the inventory is represented as the change in inventories of traded goods in statement of profit and loss account. Accordingly, changes in inventories of traded good amounting to Rs2.41 million for the six months period ended September 30, 2025 was due to the increase in the amount of the Inventories from Rs17.00 million as of March 31, 2025, to Rs19.41 million as of September 30, 2025.
Employee benefits expense
Our employee benefits expense increased by 16.00% to Rs1,859.88 million in the six months period ended September 30, 2025 from Rs1,603.40 million in the six months period ended September 30, 2024 primarily due to higher salaries, wages and bonus and an increase in share based payment expense in the six months period ended September 30, 2025. We had 1,358 permanent employees as of September 30, 2025, as compared to 1,270 permanent employees as of March 31, 2025.
Finance Cost
Our finance cost increased by 2.25% to Rs131.36 million in the six months period ended September 30, 2025 from Rs128.47 million in the six months period ended September 30, 2024 primarily due to an increase in interest on bank overdrafts.
Depreciation and amortisation expense
Our depreciation and amortisation expense decreased by 16.26% to Rs158.01 million in the six months period ended September 30, 2025, from Rs188.69 million in the six months period ended September 30, 2024, primarily as a result of a decrease in amortization expenses on intangible acquired as part of completed acquisitions and a reduction in depreciation expenses on property, plant and equipment.
Other expenses
Our other expenses increased by 20.39% to Rs891.97 million in the six months period ended September 30, 2025 from Rs740.89 million in the six months period ended September 30, 2024, primarily due to increases in our marketing expenses, server and communication costs, and legal and professional fees.
Exceptional Items
We did not have any exceptional items in the six months periods ended September 30, 2025 and September 30, 2024.
Restated Loss for the period
As a result of the foregoing factors, our restated loss for the period decreased by 9.42% to Rs383.23 million in the six months period ended September 30, 2025 from a restated loss of Rs423.07 million in the six months period ended September 30, 2024.
Fiscal 2025 Compared to Fiscal 2024
Revenue from Operations
Our Revenue from Operations grew by 24.02%, reaching Rs16,320.12 million in Fiscal 2025, up from ^ 13,159.76 million in Fiscal 2024. This growth was primarily driven by increased revenue from our Core Business and Emerging Business Segments, which in turn, was largely driven by higher ARPU and an increase in the number of Power Merchants on our platform. Power Merchants ARPU increased from Rs1.28 million in Fiscal 2024 to Rs1.44 million in the Fiscal 2025, while the number of Power Merchants increased from 9,020 to 10,005 over the same period.
In addition, we had higher levels of cross-sales, with 78.68% of our Power Merchants using more than two products in Fiscal 2025, as compared to 77.14% in Fiscal 2024. We generated higher levels of revenue in the Emerging Business as we scaled our Emerging Business product offerings to more users, such as the Cross-border platform, cargo and fulfilment business.
Other income
Our other income increased by 2.27% to Rs428.09 million in Fiscal 2025 from Rs418.57 million in Fiscal 2024, on account of an increase in deposit with banks.
Total Expenses
Total Expenses increased by 2.38% to Rs17,492.70 million in Fiscal 2025 from Rs17,086.35 million in Fiscal 2024, primarily due to an increase in the Cost of Merchant Solutions. Total Expenses as a percentage of total income was 104.45% in Fiscal 2025, as compared to 125.84% in Fiscal 2024.
Cost of Merchant Solutions
Our Cost of Merchant Solutions increased by 20.45% to Rs12,129.31 million in Fiscal 2025 from Rs10,070.37 million in Fiscal 2024, in line with the increase in our Revenue from Operations.
Purchase of traded goods
Our purchase of traded goods increased by 43.11% to Rs79.67 million in Fiscal 2025 from Rs55.67 million in Fiscal 2024, as we purchased more packaging materials.
Changes in inventories of traded goods
Changes in inventories of traded goods from Fiscal 2024 to Fiscal 2025 amounted to Rs2.28 million, which is on account of increased consumption of packaging materials.
Employee benefits expense
Our employee benefits expense decreased by 26.90% to Rs3,149.16 million in Fiscal 2025 from Rs4,307.91 million in Fiscal 2024 primarily due to lower share based payment expense in Fiscal 2025, where 157 employees were granted share-based payments in Fiscal 2025 compared to 148 employees in Fiscal 2024.
Finance Cost
Our finance cost decreased by 5.34% to Rs220.69 million in Fiscal 2025 from Rs233.14 million in Fiscal 2024, primarily due to a decrease in interest on lease liabilities.
Depreciation and amortisation expense
Our depreciation and amortisation expense decreased by 53.64% to Rs352.20 million in Fiscal 2025, from Rs759.78 million in Fiscal 2024, primarily as a result of a decrease in amortization expenses on intangible acquired as part of completed acquisitions and a reduction in depreciation expenses on property, plant and equipment.
Other expenses
Our other expenses decreased by 5.90% to Rs1,563.95 million in Fiscal 2025 from Rs1,662.07 million in Fiscal 2024, primarily due to a decrease in legal and professional fees, provision for doubtful debts and provision for doubtful recoverables, which were partially offset by an increase in server and communication costs and marketing expenses.
Exceptional Items
Our exceptional items in Fiscal 2025 was nil, as compared to exceptional items of Rs2,443.79 million in Fiscal 2024.
Restated Loss for the year
As a result of the foregoing factors, our restated loss for the period decreased by 87.49% to Rs744.49 million in Fiscal 2025 from a restated loss of Rs5,951.81 million in Fiscal 2024.
Fiscal 2024 Compared to Fiscal 2023
Revenue from Operations
Our Revenue from Operations increased by 20.86% to Rs13,159.76 million in Fiscal 2024 from Rs10,888.27 million in Fiscal 2023, primarily due to increased revenue from both our Core Business and Emerging Business Segments.
Revenue from Operations - Core Business increased by 12.09% to Rs10,846.58 million in Fiscal 2024 from Rs9,676.26 million primarily due to our acquisitions of Pickrr in June 2022. The acquired entitys revenue was consolidated in part in Fiscal 20 23 and in full for Fiscal 2024. In Fiscal 2024, we integrated the Pickrr business onto our platform. As a result of this integration, the Merchants previously on Pickrrs platform were migrated to the Shiprocket platform. Our revenue growth in Fiscal 2024
was tempered by the integration process, as we concentrated our efforts on integrating Pickrrs operations into the Shiprocke t platform, which diverted resources away from onboarding additional Merchants.
Revenue from Operations - Emerging Business increased by 90.85% to ^2,313.18 million in Fiscal 2024 from Rs1,212.01 million primarily due to the increase in revenue from the Cross-border platform, cargo platform and checkout platform.
The increase in revenue from our Core and Emerging Businesses is also attributable to an increase in the number of Power Merchants on our platform by 10.13% to 9,020 Power Merchants in Fiscal 2024 from 8,190 Power Merchants in Fiscal 2023, with Power Merchant ARPU increasing to Rs1.28 million in Fiscal 2024 from Rs1.14 million in Fiscal 2023.
Other income
Our other income increased by 9.94% to Rs418.57 million in Fiscal 2024 from Rs380.71 million in Fiscal 2023, on account of an increase in deposits with banks.
Total Expenses
Total Expenses increased by 20.09% to Rs17,086.35 million in Fiscal 2024 from Rs14,227.57 million in Fiscal 2023, primarily due to an increase in Cost of Merchant Solutions, Employee benefits expense, and Depreciation and amortisation expense. Total Expenses as a percentage of total income decreased to 125.84% in Fiscal 2024 from 126.25% in Fiscal 2023.
Cost of Merchant Solutions
Our Cost of Merchant Solutions increased by 20.68% to Rs10,070.37 million in Fiscal 2024 from Rs8,344.77 million in Fiscal 2023, largely attributable to our acquisition of Pickrr which resulted in higher revenue and a correlating increase in Cost of Merchant Solutions.
Purchase of traded goods
Our purchase of traded goods increased by 33.88% to Rs55.67 million in Fiscal 2024 from Rs41.58 million in Fiscal 2023, as we purchased more packaging materials.
Changes in inventories of traded goods
Changes in inventories of traded goods from Fiscal 2023 to Fiscal 2024 amounted to increase of Rs2.59 million, which is on account of increased purchase of packaging materials.
Employee benefits expense
Our employee benefits expense increased by 25.32% to Rs4,307.91 million in Fiscal 2024 from Rs3,437.65 million in Fiscal 2023 primarily due to the increase in share-based payments, where 148 employees were granted share-based payments in Fiscal 2024 compared to 63 employees in Fiscal 2023. The increase in employee benefits expense was partly offset by a decrease in employee wages and salaries arising from synergies generated by the integration of Pickrr and Shiprocket Omuni with our platform. Our permanent headcount decreased from 1,297 in Fiscal 2023 to 1,288 in Fiscal 2024.
Employee benefits expense as a percentage of total income remained relatively stable at 31.73% in Fiscal 2024 as compared to 30.51% in Fiscal 2023.
Finance Cost
Our finance cost increased by 137.22% to Rs233.14 million in Fiscal 2024 from Rs98.28 million in Fiscal 2023 primarily due to a drawdown on our overdraft facilities during Fiscal 2024, resulting in increased interest expenses on the outstanding amount, and an increase in interest on lease liabilities as we leased additional fulfilment centres and corporate office space.
Depreciation and amortisation expense
Our depreciation and amortisation expense increased by 83.59% to Rs759.78 million in Fiscal 2024 from Rs413.86 million in Fiscal 2023, primarily due to intangible amortization of the intangibles recognized on acquisition of Pickrr and Shiprocket Omuni, which was recognized in full in Fiscal 2024 as compared to a partial period in Fiscal 2023.
Other expenses
Our other expenses decreased by 12.49% to Rs1,662.07 million in Fiscal 2024 from Rs1,899.22 million in Fiscal 2023 primarily due to the integration of Pickrr and Shiprocket Omuni into our platform, which enabled us to benefit from economies of scale. Marketing expenses declined as we optimized our digital market spends and benefited from synergies arising from integration with the acquired businesses. Our acquisition of Glaucus in February 2022 and Pickrr in Fiscal 2023, resulted in fulfilment centre management expenses in Fiscal 2023, which decreased in Fiscal 2024 after we consolidated our fulfilment centres. Provision for doubtful debts (net) and doubtful recoverable were reduced in Fiscal 2024 as we aligned the provisioning policies of the acquired entities with ours in Fiscal 2023.
Other expenses as a percentage of Total income declined from 15.70% in Fiscal 2023 to 12.24% in Fiscal 2024.
Exceptional items
Loss from exceptional items amounted to Rs2,443.79 million in Fiscal 2024 as compared to loss of Rs631.58 million in Fiscal 2023. This is mainly due to an increase in impairment of intangible assets and impairment in value of goodwill, in relation to our acquisitions of Pickrr and Shiprocket Omuni.
Restated Loss for the year
As a result of the foregoing factors, our restated loss for the year increased by 65.65% to a restated loss of Rs5,951.81 million in Fiscal 2024 from a loss of Rs3,593.08 million in Fiscal 2023.
Selected Restated Consolidated Summary Statement of Assets and Liabilities
Our non-current other financial assets significantly increased by 2,890.96% to Rs1,641.44 million as at September 30, 2025 from Rs54.88 million as at March 31, 2025 primarily as our fixed deposits with a remaining maturity period of less than 12 months as at March 31, 2025, were presented under "Other Current Financial Assets" and as at September 30, 2025, the fixed deposits had a remaining maturity period of more than 12 months and were accordingly presented under "Other Non-Current Financial Assets," in line with their maturity profile as at the reporting date.
Our cash and cash equivalents increased by 13.50% to Rs1,435.06 million as at September 30, 2025 from Rs1,264.40 million as at March 31, 2025 on account of an increase in cash flow from operations.
Our current other financial assets decreased by 5.29% to Rs3,960.12 million as at September 30, 2025 from Rs4,181.15 million as at March 31, 2025 on account of a decrease in bank deposits with maturity less than 12 months as the same deposits were accordingly presented under "Other Non- Current Financial Assets," in line with their maturity profile as at the reporting date.
Our total assets increased by 3.67% to Rs23,933.53 million as at September 30, 2025 from Rs23,086.22 million as at March 31, 2025 primarily due to an increase in cash and cash equivalents and bank deposits.
Our total liabilities increased by 8.36% to Rs8,856.66 million as at September 30, 2025 from Rs8,173.71 million as at March 31, 2025 primarily due to an increase in Total Borrowings as at September 30, 2025.
Non-GAAP Measures
When evaluating our business, we consider and use certain non-GAAP financial measures, as presented below, as supplemental measures to review and assess our financial performance and liquidity that is not required by, or presented in accordance with, Ind AS, Indian GAAP, IFRS or US GAAP. Our non-GAAP measures comprise EBITDA, EBITDA Before Exceptional Items, Adjusted EBITDA, Adjusted EBITDA - Core Business, Adjusted EBITdA - Emerging Business, Adjusted EBITDA Margin, Adjusted EBITDA Margin - Core Business, Adjusted EBITDA Margin - Emerging Business, Contribution Margin, Contribution Margin - Core Business, Contribution Margin - Emerging Business, Contribution Margin as a % of Revenue from Operations, Contribution Margin - Core Business as a % of Revenue from Operations - Core Business, Contribution Margin - Emerging Business as a % of Revenue from Operations - Emerging Business, Net Worth, Return on Net Worth, Net Asset Value per Equity Share and Net Tangible Assets. Such non-GAAP measures are not intended to be viewed in isolation or as a substitution for the Restated Consolidated Financial Information. We present these in this Updated Draft Red Herring Prospectus-I because they are used by us to evaluate our operating performance. These non-GAAP measures are not required by, or presented in accordance with, Ind AS, IFRS or U.S. GAAP, and have limitations as analytical tools. Further, these Non- GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP, IFRS or US GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years/ period or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP, IFRS or US GAAP. In addition, these non GAAP measures are not standardised terms, hence a direct comparison of these Non-GAAP Measures between companies may not be possible. Other companies may calculate these Non-GAAP Measures differently from us, limiting its usefulness as a comparative measure. Therefore, these metrics should not be considered in isolation or construed as an alternative to Ind AS measures of performance or as an indicator of our operating performance, liquidity, profitability or results of operations. The principal limitation of these non-GAAP measures is that they exclude significant expenses that are required by Ind AS to be recorded in our financial statements, as further detailed below. A reconciliation is provided below for each non-GAAP measure to the most directly comparable Ind AS measure. Investors are encouraged to review the related GAAP measures and the reconciliation of non-GAAP measures to their most directly comparable GAAP measure included below and to not rely on any single financial measure to evaluate our business. Although these Non-GAAP Measures are not a measure of performance calculated in accordance with applicable accounting standards, our Companys management believes that it provides an additional tool for investors to use in evaluating our ongoing operating results and trends and in comparing our financial results with other companies in our industry because it provides consistency and comparability with past financial performance, when taken collectively with financial measures prepared in accordance with Ind AS.
See "Risk Factors - Internal Risks - Significant differences exist between Ind AS and other accounting principles, such as IFRS and U.S. GAAP, which may be material to investors assessments of our financial condition, results of operations and cash flows." and "Risk Factors - We track certain operational and non-GAAP measures with internal systems and tools and do not independently verify such measures. Certain of our operational measures are subject to inherent challenges in measurement and any real or perceived inaccuracies in such measures may adversely affect our business and reputation. " beginning on pages 81 and 75, respectfully.
| Particulars | As at / For the Six Months Period Ended September 30, | As at / For Fiscal Ended March 31, | |||
| 2025 2024 | 2025 2024 2023 | ||||
| (in X million, except as indicated otherwise) | |||||
| EBITDA (1) | (93.86) | (105.91) | (171.60) | (4,958.89) | (3,078.03) |
| EBITDA Before Exceptional Items (2) | (93.86) | (105.91) | (171.60) | (2,515.10) | (2,446.45) |
| Adjusted EBITDA (3) | 52.59 | 13.89 | 70.28 | (1,279.56) | (2,084.08) |
| Adjusted EBITDA - Core Business (4) | 871.49 | 763.05 | 1,569.33 | 721.73 | 7.67 |
| Adjusted EBITDA - Emerging Business (5) | (818.90) | (749.16) | (1,499.05) | (2,001.29) | (2,091.75) |
| Adjusted EBITDA Margin (6) (%) | 0.56% | 0.17% | 0.43% | (9.72)% | (19.14)% |
| Adjusted EBITDA Margin - Core Business (7) (%) | 12.36% | 11.55% | 12.02% | 6.65% | 0.08% |
| Adjusted EBITDA Margin - Emerging Business (%) | (34.44)% | (47.89)% | (45.97)% | (86.52)% | (172.59)% |
| Contribution Margin | 1,715.94 | 1,520.07 | 3,062.76 | 1,974.31 | 1,499.47 |
| Contribution Margin - Core Business (10) | 1,485.03 | 1,375.54 | 2,754.09 | 1,940.23 | 1,543.24 |
| Contribution Margin - Emerging Business (11) | 230.91 | 144.53 | 308.67 | 34.08 | (43.77) |
| Contribution Margin as a % of Revenue from Operations^ 21 (%) | 18.20% | 18.61% | 18.77% | 15.00% | 13.77% |
| Contribution Margin - Core Business as a % of Revenue from Operations - Core Business (%) | 21.07% | 20.82% | 21.09% | 17.89% | 15.95% |
| Contribution Margin - Emerging Business as a % of Revenue from Operations - Emerging Business (14) (%) | 9.71% | 9.24% | 9.47% | 1.47% | (3.61%) |
| Net Worth (15) | 15,076.65 | 12857.69 | 14,912.29 | 12,841.55 | 16,998.67 |
| Return on Net Worth (16) (%) | (2.54)% | (3.29)% | (4.99)% | (46.13)% | (19.81)% |
| Net Asset Value per Equity Share (17) (Rs) | 23.70 | 21.65 | 23.44 | 21.63 | 29.44 |
| Net Tangible Assets | 5,923.72 | 3,702.14 | 5,751.79 | 3,670.78 | 5,001.78 |
Notes:
EBITDA: Restated loss for the period/year, adjusted to exclude (i) Depreciation and amortisation expenses; (ii) Finance cost; and (iii) Tax expense EBITDA Before Exceptional Items: Restated loss for the period/year adjusted for tax expense, exceptional items, finance cost and depreciation and amortisation expense.
(3 Adjusted EBITDA: Adjusted earnings before interest, taxes, depreciation and amortisation expense which have been arrived at by reducing Cost of
Merchant Solutions, Purchase of traded goods, Changes in inventories off traded goods, Employee benefits expense (excluding Share Based Payment Expense), Other expenses, Rent expenses not included in Other expenses in accordance with Ind AS 116 - Leases from Revenue from Operations for the relevant period/Fiscal.
(44 Adjusted EBITDA - Core Business: Adjusted earnings before interest, taxes, depreciation and amortisation of Core business which has been arrived at by reducing Cost of Merchant Solutions, Employee benefits expense (excluding Share Based Payment Expense), Other expenses, Rent expenses not included in Other expenses in accordance with Ind AS 116 - Leases off Core business from Revenue from Operations off Core business for the relevant period/Fiscal.
Adjusted EBITDA - Emerging Business: Adjusted earnings before interest, taxes, depreciation and amortisation off Emerging business which has been arrived at by reducing Cost of Merchant Solutions, Purchase off traded goods, Changes in inventories of traded goods, Employee benefits expense (excluding Share Based Payment Expense), Other expenses, Rent expenses not included in Other expenses in accordance with Ind AS 116 - Leases off Emerging business from Revenue from Operations of Emerging business for the relevant period/Fiscal.
(6) Adjusted EBITDA Margin: Adjusted EBITDA divided by Revenue from Operations for the relevant period/Fiscal.
Adjusted EBITDA Margin - Core Business: Adjusted EBITDA - Core Business divided by Revenue from Operations - Core Business for the relevant period/Fiscal.
(8) Adjusted EBITDA Margin - Emerging Business: Adjusted EBITDA - Emerging Business divided by Revenue from Operations - Emerging Business for the relevant period/Fiscal.
9 Contribution Margin: Revenue from Operations less Cost of Merchant Solutions, communication cost, Payment Gateway Charges, promotional cashback and incentive expenses, performance marketing costs, fulfilment centre related costs and salary costs of Key Account Managers and performance marketing team for the period/Fiscal.
(10 Contribution Margin - Core Business: Revenue from Operations - Core Business less cost off merchant solutions, communication cost, payment gateway charges, promotional cashback and incentive expenses, performance marketing costs and salary costs for Key Account Managers and Performance Marketing team pertaining to the Core Business for the period/Fiscal.
(11 Contribution Margin - Emerging Business: Revenue from Operations - Emerging Business less Cost off Merchant Solutions, communication cost, promotional cashback and incentive expenses, performance marketing costs, fulfilment centre related costs and salary costs for Key Account Managers, Warehouse Management team and Performance Management team pertaining to the Emerging Business for the period/Fiscal.
(12 Contribution Margin as a % of Revenue from Operations: Contribution Margin divided by Revenue from Operations for the relevant period/Fiscal.
(13 Contribution Margin - Core Business as a % of Revenue from Operations - Core Business: Contribution Margin - Core Business divided by Revenue from Operations - Core Business for the relevant period/Fiscal.
(14) Contribution Margin - Emerging Business as a % of Revenue from Operations - Emerging Business: Contribution Margin - Emerging Business divided by Revenue from Operations - Emerging Business for the relevant period/Fiscal.
(15 Net worth is the aggregate value of paid up share capital and all reserves created out off profits, securities premium account and debit or credit balance of profit and loss account, share based payment reserve and other reserve after deducting, the aggregate value off the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does not include reserve created out off revaluation of assets, written back off depreciation and amortization in accordance with Regulation 2(1)(hh) of the SEBIICDR Regulations. We have calculated net worth by aggregate value off equity share capital, instruments entirely equity in nature, share consideration pursuant to merger and other equity excluding share warrants and Capital redemption reserve.
(16 Return on Net Worth: is computed as Restated Loss for the period/year attributable to the equity holders of the parent divided by Net Worth at the end of the period/year.
(177 Net Asset Value per Equity Share (^): Net Worth at the end of the period/Fiscal divided by the number of Equity shares and compulsorily convertible
cumulative preference shares on a fully diluted basis outstanding at the end of the period/Fiscal.
(18 Net tangible assets have been computed as sum of total assets minus total liabilities of the Group and Non-Controlling Interest excluding goodwill and other intangible assets as defined in Indian Accounting Standard (IND AS 38) "Intangible Assets".
Reconciliation from Restated Loss for the period/year to EBITDA, EBITDA Before Exceptional Items, Adjusted EBITDA and Adjusted EBITDA Margin
| Particulars | For the Six Months Period Ended September 30, | Fiscal | |||
| 2025 | 2024 | 2025 2024 2023 | |||
| (in ^ million, except as indicated otherwise) | |||||
| Restated Loss for the period / year (A) | (383.23) | (423.07) | (744.49) | (5,951.81) | (3,593.08) |
| Add: Total tax expense (B) | - | - | - | - | 2.91 |
| Add: Finance cost (C) | 131.36 | 128.47 | 220.69 | 233.14 | 98.28 |
| Add: Depreciation and amortisation expense (D) | 158.01 | 188.69 | 352.20 | 759.78 | 413.86 |
| EBITDA (E = A+B+C+D) | (93.86) | (105.91) | (171.60) | (4,958.89) | (3,078.03) |
| Add: Exceptional items (F) | - | - | - | 2,443.79 | 631.58 |
| EBITDA Before Exceptional Items (G = E+F) | (93.86) | (105.91) | (171.60) | (2,515.10) | (2,446.45) |
| Less: Other income (H) | 281.13 | 201.90 | 428.09 | 418.57 | 380.71 |
| Add: Share Based Payment Expense (I) | 555.41 | 461.91 | 912.77 | 1,926.46 | 910.09 |
| Less: Rent expenses not included in other expenses in accordance with "Ind AS 116 - Leases" (J) | 127.83 | 140.21 | 242.80 | 272.35 | 167.01 |
| Adjusted EBITDA (K = G-H+I-J) | 52.59 | 13.89 | 70.28 | (1,279.56) | (2,084.08) |
| Revenue from Operations (L) | 9,426.74 | 8,170.08 | 16,320.12 | 13,159.76 | 10,888.27 |
| Adjusted EBITDA Margin (M = K/L) (%) | 0.56% | 0.17% | 0.43% | (9.72)% | (19.14)% |
Reconciliation of Adjusted EBITDA - Core Business, Adjusted EBITDA Margin - Core Business, and Reconciliation of Adjusted EBITDA - Emerging Business and Adjusted EBITDA Margin - Emerging Business
| Particulars | For the six months period ended September 30, | Fiscal | |||
| 2025 | 2024 | 2025 2024 2023 | |||
| (in ^ million, except as indicated otherwise) | |||||
| Core Business: | |||||
| Segment Results - Core Business | 871.49 | 763.05 | 1,569.33 | 721.73 | 7.67 |
| Add: Adjustments | - | - | - | - | - |
| Adjusted EBITDA - Core Business (A) | 871.49 | 763.05 | 1,569.33 | 721.73 | 7.67 |
| Revenue from Operations - Core Business (B) | 7,049.13 | 6,605.76 | 13,059.27 | 10,846.58 | 9,676.26 |
| Adjusted EBITDA Margin - Core Business (%) (C=A/B) | 12.36% | 11.55% | 12.02% | 6.65% | 0.08% |
| Emerging Business: | |||||
| Segment Results - Emerging Business | (818.90) | (749.16) | (1,499.05) | (2,001.29) | (2,091.75) |
| Add: Adjustments | - | - | - | - | - |
| Adjusted EBITDA - Emerging Business (D) | (818.90) | (749.16) | (1,499.05) | (2,001.29) | (2,091.75) |
| Revenue from Operations - Emerging Business (E) | 2,377.61 | 1,564.32 | 3,260.85 | 2,313.18 | 1,212.01 |
| Adjusted EBITDA Margin - Emerging Business (%) (F=D/E) | (34.44)% | (47.89)% | (45.97)% | (86.52)% | (172.59)% |
Reconciliation of Contribution Margin and Contribution Margin as a % of Revenue from Operations
| Particulars | For the Six Months Period Ended September 30, | Fiscal | |||
| 2025 | 2024 | 2025 2024 2023 | |||
| (in ^ million, except as indicated otherwise) | |||||
| Revenue from Operations (A) | 9,426.74 | 8,170.08 | 16,320.12 | 13,159.76 | 10,888.27 |
| Less attributable expenses: | |||||
| Cost of Merchant Solutions | 6,968.64 | 6,103.76 | 12,129.31 | 10,070.37 | 8,344.77 |
| Purchase of traded goods | 83.65 | 31.58 | 79.67 | 55.67 | 41.58 |
| Changes in inventories of traded goods | (2.41) | (1.74) | (2.28) | (2.59) | (7.79) |
| Communication cost (1) | 16.76 | 13.22 | 29.77 | 25.29 | 30.71 |
| Payment Gateway Charges | 25.13 | 22.93 | 49.27 | 48.17 | 56.79 |
| Marketing costs (2) | 138.74 | 70.03 | 164.75 | 135.45 | 154.52 |
| Salary cost of Key Account Managers and Performance Marketing team (3) | 232.63 | 190.74 | 367.18 | 390.50 | 292.76 |
| Salary cost of Warehouse Management team (4) | 33.44 | 28.89 | 56.81 | 54.87 | 5.83 |
| Fulfilment centre related cost (5) | 214.22 | 190.60 | 382.88 | 407.72 | 469.63 |
| Total attributable expenses (B) | 7,710.80 | 6,650.01 | 13,257.36 | 11,185.45 | 9,388.80 |
| Particulars | For the Six Months Period Ended September 30, | Fiscal | |||
| 2025 | 2024 | 2025 2024 2023 | |||
| (in ^ million, except as indicated otherwise) | |||||
| Contribution Margin (C=A-B) | 1,715.94 | 1,520.07 | 3,062.76 | 1,974.31 | 1,499.47 |
| Contribution Margin as a % of Revenue from Operations (%) (D=C/A) | 18.20% | 18.61% | 18.77% | 15.00% | 13.77% |
Notes:
(1) Communication cost: Cost of product communication related to non-technology offerings
(2) Marketing costs: expenses incurred for digital / online marketing campaigns
(3) Salary cost ofKey Account Managers and Performance Marketing team: Salary cost ofKey Account Managers represents salary cost of the Key Account Managers (KAMs), who build and maintain strong relationships with Merchants, ensuring their needs are met and driving long-term business growth. KAMs also act as a bridge between the Merchant and the internal teams, ensuring smooth communication and support. Salary cost of the Performance Marketing team represents salary cost of the team responsible for the performance marketing
(4) Salary cost of Warehouse Management team: Represents salary cost of the team responsible for day-to-day operation of the fulfilment centres
(5) Fulfilment centre related cost: Rental and consumables cost incurred for the fulfilment centres
Reconciliation of Revenue from Operations - Core Business to Contribution Margin - Core Business and Contribution Margin - Core Business as a % of Revenue from Operations - Core Business
| Particulars | For the Six Months Period Ended September 30, | Fiscal | |||
| 2025 | 2024 | 2025 2024 2023 | |||
| (in ^ million, except as indicated otherwise) | |||||
| Revenue from Operations - Core Business (A) | 7,049.13 | 6,605.76 | 13,059.27 | 10,846.58 | 9,676.26 |
| Less attributable expenses for the Core Business: | |||||
| Cost of Merchant Solutions | 5,313.55 | 5,000.70 | 9,845.27 | 8,466.69 | 7,700.23 |
| Communication cost (1) | 16.76 | 13.22 | 29.61 | 25.29 | 30.71 |
| Payment Gateway Charges | 18.16 | 17.94 | 37.70 | 38.40 | 53.65 |
| Marketing costs (2) | 61.38 | 53.93 | 112.24 | 114.33 | 145.29 |
| Salary cost of Key Account Managers and Performance Marketing team (3) | 154.25 | 144.43 | 280.36 | 261.64 | 203.14 |
| Total attributable expenses for the Core Business (B) | 5,564.10 | 5,230.22 | 10,305.18 | 8,906.35 | 8,133.02 |
| Contribution Margin - Core Business (C=A-B) | 1,485.03 | 1,375.54 | 2,754.09 | 1,940.23 | 1,543.24 |
| Contribution Margin - Core Business as a % of Revenue from Operations - Core Business (%) (D=C/A) | 21.07% | 20.82% | 21.09% | 17.89% | 15.95% |
Notes:
(1) Communication cost: Cost of product communication related to non-technology offerings
(2) Marketing costs: expenses incurred for digital / online marketing campaigns
(3) Salary cost ofKey Account Managers and Performance Marketing team: Salary cost ofKey Account Managers represents salary cost of the Key Account Managers (KAMs), who build and maintain strong relationships with Merchants, ensuring their needs are met and driving long-term business growth. KAMs also act as a bridge between the Merchant and the internal teams, ensuring smooth communication and support. Salary cost of the Performance Marketing team represents salary cost of the team responsible for the performance marketing
Reconciliation of Revenue from Operations - Emerging Business Segment to Contribution Margin - Emerging Business and Contribution Margin - Emerging Business as a % of Revenue from Operations - Emerging Business
| Particulars | For the Six Months Period Ended September 30, | Fiscal | |||
| 2025 | 2024 | 2025 2024 2023 | |||
| (in ^ million, except as indicated otherwise) | |||||
| Revenue from Operations - Emerging Business (A) | 2,377.61 | 1,564.32 | 3,260.85 | 2,313.18 | 1,212.01 |
| Less attributable expenses for the Emerging Business: | |||||
| Cost of Merchant Solutions | 1,655.09 | 1,103.06 | 2,284.04 | 1,603.68 | 644.54 |
| Purchase of traded goods | 83.65 | 31.58 | 79.67 | 55.67 | 41.58 |
| Changes in inventories of traded goods | (2.41) | (1.74) | (2.28) | (2.59) | (7.79) |
| Communication cost (1) | 0.16 | - | |||
| Payment Gateway Charges | 6.97 | 4.99 | 11.57 | 9.77 | 3.14 |
| Marketing costs (2) | 77.36 | 16.10 | 52.51 | 21.12 | 9.23 |
| Salary cost of Key Account Managers and Performance Marketing team (3) | 78.38 | 46.31 | 86.82 | 128.86 | 89.62 |
| Salary cost of Warehouse Management team (4) | 33.44 | 28.89 | 56.81 | 54.87 | 5.83 |
| Fulfilment centre related cost (5) | 214.22 | 190.60 | 382.88 | 407.72 | 469.63 |
| Total attributable expenses for the Emerging Business (B) | 2,146.70 | 1,419.79 | 2,952.18 | 2,279.10 | 1,255.78 |
| Contribution Margin - Emerging Business (C=A-B) | 230.91 | 144.53 | 308.67 | 34.08 | (43.77) |
| Particulars | For the Six Months Period Ended September 30, | Fiscal | |||
| 2025 | 2024 | 2025 2024 2023 | |||
| (in ^ million, except as indicated otherwise) | |||||
| Contribution Margin - Emerging Business as a % of Revenue from Operations - Emerging Business (D=C/A) | 9.71% | 9.24% | 9.47% | 1.47% | (3.61)% |
Notes:
(1) Communication cost: Cost of product communication related to non-technology offerings
(2) Marketing costs: expenses incurred for digital / online marketing campaigns
(3) Salary cost ofKey Account Managers and Performance Marketing team: Salary cost ofKey Account Managers represents salary cost of the Key Account Managers (KAMs), who build and maintain strong relationships with Merchants, ensuring their needs are met and driving long-term business growth. KAMs also act as a bridge between the Merchant and the internal teams, ensuring smooth communication and support. Salary cost of the Performance Marketing team represents salary cost of the team responsible for the performance marketing
(4) Salary cost of Warehouse Management team: Represents salary cost of the team responsible for day-to-day operation of the fulfilment centers
(5) Fulfilment centre related cost: rental and consumables cost incurred for the fulfilment centres
Reconciliation of Net Worth and Return on Net Worth
| Particulars | As at / For the Six Months Period Ended September 30, | As at / For Fiscal Ended March 31, | |||
| Equity Share Capital (A) | 6.38 | 5.18 | 6.36 | 5.18 | 4.32 |
| Instruments entirely equity in nature (B) | 595.24 | 577.26 | 595.24 | 577.26 | 585.64 |
| Share Consideration pursuant to Merger (C) | - | - | - | - | 0.12 |
| Other equity (D) | 14,475.25 | 12,295.47 | 14,310.91 | 12,279.33 | 16,428.81 |
| Equity attributable to equity holders of the parent (E=A+B+C+D) | 15,076.87 | 12,877.91 | 14,912.51 | 12,861.77 | 17,018.89 |
| Less: Right to subscribe share warrants (F) | - | 20.00 | - | 20.00 | 20.00 |
| Less: Capital Redemption Reserve (G) | 0.22 | 0.22 | 0.22 | 0.22 | 0.22 |
| Net Worth (H=E-F-G) | 15,076.65 | 12,857.69 | 14,912.29 | 12,841.55 | 16,998.67 |
| Restated Loss for the period/ year attributable to the equity holders of the parent (I) | (383.23) | (423.07) | (744.49) | (5,924.13) | (3,368.11) |
| Return on Net Worth (%) (J=I/H) | (2.54)% | (3.29)% | (4.99)% | (46.13)% | (19.81)% |
Reconciliation of Net Worth to Net Asset Value per Equity Share
| Particulars | As at September 30, | As at March 31, | |||
| 2025 | 2024 | 2025 | 2024 | 2023 | |
| Net Worth (A) | 15,076.65 | 12,857.69 | 14,912.29 | 12,841.55 | 16,998.67 |
| Number of Equity shares and compulsorily convertible cumulative preference shares outstanding at the end of the period/Fiscal (B) | 636,278,384 | 593,822,656 | 636,278,384 | 593,822,656 | 577,326,932 |
| Net Asset Value per Equity share ( Rs ) (C=A/B) | 23.70 | 21.65 | 23.44 | 21.63 | 29.44 |
Reconciliation of Net Tangible Assets
| Particulars | As at September 30, | As at March 31, | |||
| 2025 | 2024 | 2025 | 2024 | 2023 | |
| Total Assets (A) | 23,933.53 | 19,895.55 | 23,086.22 | 20,512.18 | 23,867.83 |
| Less: | |||||
| Other Intangible assets (B) | - | 22.63 | 7.57 | 37.84 | 1,096.54 |
| Goodwill (C) | 9,153.15 | 9,153.15 | 9,153.15 | 9,153.15 | 10,920.57 |
| Tangible Assets (D = A-B-C) | 14,780.38 | 10,719.77 | 13,925.50 | 11,321.19 | 11,850.72 |
| Less: Total Liabilities (E) | 8,856.66 | 7,017.64 | 8,173.71 | 7,650.41 | 6,801.25 |
| Less: Non Controlling Interest (F) | - | - | - | - | 47.69 |
| Net Tangible Assets (G=D-E-F) | 5,923.72 | 3,702.13 | 5,751.79 | 3,670.78 | 5,001.78 |
Selected Key Financial Ratios
The tables below sets forth selected key financial ratios as of the periods/Fiscals indicated below:
Return on Net Worth
| Particulars | For the Six Months Period Ended September 30, | Fiscal | |||
| 2025 2024 | 2025 2024 2023 | ||||
| (in ^ million, except as indicated otherwise) | |||||
| Net Worth (1) (A) | 15,076.65 12,857.69 14,912.29 12,841.55 16,998.67 | ||||
| Particulars | For the Six Months Period Ended September 30, | Fiscal | |||
| 2025 | 2024 | 2025 2024 2023 | |||
| (in f million, except as indicated otherwise) | |||||
| Restated Loss for the period/year attributable to the equity holders of the parent (B) | (383.23) | (423.07) | (744.49) | (5,924.13) | (3,368.11) |
| Return on Net Worth (2) (%) (C=A/B) | (2.54)% | (3.29)% | (4.99)% | (46.13%) | (19.81%) |
Notes:
(1) Net worth is the aggregate value of paid up share capital and all reserves created out of profits, securities premium account and debit or credit balance of profit and loss account, share based payment reserve and other reserve after deducting, the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does not include reserve created out of revaluation of assets, written back of depreciation and amortization in accordance with Regulation 2(1)(hh) of the SEBIICDR Regulations. We have calculated net worth by aggregate value of equity share capital, instruments entirely equity in nature, share consideration pursuant to merger and other equity excluding share warrants and Capital redemption reserve.
(2) Return on Net Worth: is computed as Restated Loss for the period/year attributable to the equity holders of the parent divided by Net Worth at the end of the period/year.
Our Return on Net Worth was (2.54%), (3.29%), (4.99%), (46.13%) and (19.81%) in the six months period ended September
30, 2025 and 2024, and in Fiscals 2025, 2024 and 2023, respectively. The changes in our Return on Net Worth was attributable
to changes in the restated loss for the period/year attributable to the equity incurred during the respective periods. See also "-
Summary Results of Operations" on page 398.
Restated Loss per Equity Share
| Particulars | For the Six Months Period Ended September 30, | Fiscal | |||
| 2025* | 2024* | 2025 | 2024 | 2023 | |
| (in f) | |||||
| Restated Loss per Equity Share (Face value of Rs 10 each) | |||||
| - Basic (1) | (0.59) | (0.71) | (1.24) | (10.32) | (6.12) |
| - Diluted (1) | (059) | (0.71) | (174) | (10.32) | (612) |
* Not annualised for the six months periods ended September 30, 2025, and September 30, 2024.
Note:
(1) Restated Loss per equity share (face value off 10 each) - Basic (f) and Restated Loss per equity share (face value off 10 each) - Diluted (f) are computed in accordance with Indian Accounting Standard 33- Earnings per Share notified under the Companies (Indian Accounting Standards) Rules of 2015 (as amended). The face value of equity shares of our Company is f 10 each per share.
Our Basic and Diluted Restated Loss per Equity Share was Rs(0.59), Rs(0.71), Rs(1.24), Rs(10.32) and Rs(6.12) in the six months period ended September 30, 2025 and 2024, and in Fiscals 2025, 2024 and 2023, respectively. The changes in Basic and Diluted Restated Loss per Equity Share were attributable to changes in the restated loss for the period/year. See also "- Summary Results of Operations" on page 398.
Liquidity and Capital Resources
Historically, our primary liquidity requirements have been to finance our working capital needs for our operations and capital expenditures. We have met these requirements through cash flow from operations, equity infusions from shareholders and borrowings. As of September 30, 2025, we had Rs1,435.06 million in cash and cash equivalents, Rs2,445.09 million as bank balances other than cash and cash equivalents, Rs151.21 million in investments, Rs3,960.12 million in other current financial assets, and Total Borrowings of Rs2,337.85 million. We believe that, after taking into account the expected cash to be generated from our operations, our borrowings and proceeds from this Offering, we will have sufficient liquidity for our present requirements and anticipated requirements for capital expenditure and working capital for the next 12 months.
Cash Flows
The table below summarizes the statement of cash flows for the periods/Fiscals indicated.
| Particulars | For the Six Months Period Ended September 30, | Fiscal | |||
| 2025 | 2024 | 2025 2024 2023 | |||
| (in f million) | |||||
| Net cash flows from/(used in) Operating activities | 237.61 | 235.70 | 18.97 | (2,159.92) | (1,379.57) |
| Net cash flows from/(used in) Investing Activities | 255.22 | 972.36 | (1,439.68) | 1,756.75 | (922.13) |
| Net cash flows from/(used in) Financing Activities | (213.37) | (537.46) | 1,528.25 | (24.48) | 1,096.44 |
| Net increase/(decrease) in cash and cash equivalents | 279.46 | 670.60 | 107.54 | (427.65) | (1,205.26) |
Operating Activities
Net cash flows from operating activities in the six months period ended September 30, 2025 was Rs237.61 million, while operating cash flow before working capital changes was Rs189.93 million. The difference was primarily attributable to an increase in trade payable of Rs303.53 million and other financial liabilities of Rs298.18 million, partially offset by an increase in trade receivables of Rs312.96 million and an increase in other financial assets of Rs193.67 million.
Net cash flows from operating activities in the six months period ended September 30, 2024 was Rs235.70 million, while operating cash flow before working capital changes was Rs263.67 million. The difference was primarily attributable to an increase in trade receivables of Rs359.54 million, increase in other financial assets of Rs189.33 million and decrease in other financial liabilities of Rs196.63 million, partially offset by an increase in trade payable of Rs638.40 million.
Net cash flows from operating activities in Fiscal 2025 was Rs18.97 million, while operating cash flow before working capital changes was Rs502.60 million. The difference was primarily attributable to a decrease in other financial liabilities of Rs222.24 million, an increase in other assets of Rs167.42 million, and an increase in other financial assets of Rs266.55 million. This was partially offset by an increase in other liabilities of Rs187.56 million.
Net cash used in operating activities in Fiscal 2024 was Rs2,159.92 million, while operating cash flow before working capital changes was Rs(661.94) million. The difference was primarily attributable to an increase in other assets of Rs947.47 million, a n increase in trade receivables of Rs 460.80 million, and an increase in other financial assets of Rs319.36 million. This was partially offset by an increase in other liabilities of Rs 235.69 million.
Net cash used in operating activities in Fiscal 2023 was Rs1,379.57 million, while our operating cash flow before working capital changes was Rs(1,503.49) million. The difference was primarily attributable to an increase in trade payables of Rs408.92 millio n, an increase in other financial liabilities of Rs279.78 million, and an increase in other liabilities of Rs255.61 million. This was partially offset by an increase in trade receivables of Rs419.65 million and an increase in other financial assets of Rs169.80 million.
Investing Activities
Net cash flows from investing activities in the six months period ended September 30, 2025 was Rs255.22 million, and primarily included redemption of Bank deposits (having original maturity of more than 3 months) of Rs562.22 million, interest received on bank deposits of Rs238.27 million, partially offset by investments in bank deposits (having original maturity of more than 3 months) of Rs422.14 million, investment in loan to others of Rs650.00 million and purchase of property, plant and equipment (including other intangible assets and capital advances) of Rs84.37 million.
Net cash flows from investing activities in the six months period ended September 30, 2024 was Rs972.36 million, and primarily included redemption of bank deposits (having original maturity of more than 3 months) of Rs1,186.87 million. This was partially offset by investments in bank deposits (having original maturity of more than 3 months) of Rs281.52 million and purchase of property, plant and equipment (including other intangible assets and capital advances) of Rs26.21 million.
Net cash flows used in investing activities in Fiscal 2025 was Rs1,439.68 million, and primarily included investment in bank deposits (having original maturity of more than 3 months) of Rs3,386.31 million, investment in loan to others of Rs260.00 million, and investment in Mutual Fund units of Rs100.00 million. This was partially offset by redemption of Bank deposits (having original maturity of more than 3 months) of Rs2,191.41 million.
Net cash flows from investing activities in Fiscal 2024 was Rs1,756.75 million, and primarily included redemption of Bank deposits (having original maturity of more than 3 months) of Rs3,286.94 million and interest received on Bank deposits Rs429.04 million. This was partially offset by investment in Bank deposits (having original maturity of more than 3 months) of Rs1,782.36 million and purchase of property, plant and equipment (including other intangible assets and capital advances) of Rs245.16 million.
Net cash used in investing activities in Fiscal 2023 was Rs922.13 million, and primarily included Payment towards acquisition of stake in Subsidiaries, net of cash acquired of Rs6,779.89 million, investment in bank deposits (having original maturity of more than 3 months) of Rs5,940.26 million and purchase of property, plant and equipment (including other intangible assets and capital advances) of Rs313.24 million. This was partially offset by redemption of Bank deposits (having original maturity of more than 3 months) of Rs11,909.55 million and interest received on bank deposits of Rs284.02 million.
Financing Activities
Net cash flows used in financing activities in the six months period ended September 30, 2025 was Rs213.37 million, and included interest paid on bank overdraft of Rs85.53 million, repayment of principal portion of lease liabilities of Rs83.16 million and interest paid on lease liabilities of Rs44.68 million.
Net cash flows used in financing activities in the six months period ended September 30, 2024 was Rs537.46 million, and included payment towards acquisition of non controlling interest of Rs323.08 million as part of the acquisition in Fiscal 2023, repayment of principal portion of lease liabilities of Rs86.59 million, interest paid on bank overdraft of Rs74.17 million and interest paid on lease liabilities of Rs53.62 million.
Net cash flows from financing activities in Fiscal 2025 was Rs 1,528.25 million, and primarily included proceeds from Securities premium (net off transaction cost) on issue of instruments entirely equity in nature of Rs 2,069.78 million. This was partially offset by payment on settlement of Share Warrants of Rs 184.34 million, repayment of principal portion of lease liabilities of Rs 157.35 million and interest paid on Bank overdraft of Rs 133.47 million.
Net cash used in financing activities in Fiscal 2024 was Rs 24.48 million, and primarily included payment towards acquisition of non-controlling interest of Rs 546.02 million, repayment of principal portion of lease liabilities of Rs 174.03 million and interest paid on bank overdraft of Rs 131.92 million. This was partially offset by proceeds from Securities premium (net off transaction cost) on issue of instruments entirely equity in nature of Rs 891.56 million and proceeds from Securities premium on issue of Equity shares of Rs 26.52 million.
Net cash flows from financing activities in Fiscal 2023 was Rs1,096.44 million, and primarily included proceeds from Securitie s premium (net off transaction cost) on issue of instruments entirely equity in nature of Rs 2,573.44 million. This was partially offset by the payment towards acquisition of Non-controlling interest of Rs981.78 million and advance paid for acquisition of shares in subsidiary of Rs 300.00 million.
Indebtedness
As of September 30, 2025, we had Total Borrowings of Rs 2,337.85 million. These loans were primarily used for general corporate purposes. For more details on the agreements governing our outstanding indebtedness, see " Financial Indebtedness" on page 420. The table below sets forth our Total Borrowings as of the dates indicated.
| Particulars | As of September 30, | As of March 31, |
| 2025 2024 | 2025 2024 2023 | |
| (in Rs million) | ||
| Total Borrowings | 2,337.85 1,378.88 2,446.65 2,132.75 1,718.08 | |
Contractual Obligations
The table below sets forth our contractual obligations as of September 30, 2025.
| Particulars | As of September 30, 2025 | As of March 31, 2025 | ||||||||
| Carrying | On | Up to 1 | More | Total | Carrying | On | Up to 1 | More | Total | |
| Amount | Demand | Year | than 1 | Amount | Demand | Year | than 1 | |||
| Year | Year | |||||||||
| (in Rs million) | ||||||||||
| Borrowings | 2,337.85 | 2,337.85 | - | - | 2,337.85 | 2,446.65 | 2,446.65 | - | - | 2,446.65 |
| Lease Liabilities | 1,029.56 | - | 310.54 | 957.16 | 1,267.70 | 899.52 | - | 242.48 | 892.72 | 1,135.20 |
| Trade Payables | 2,597.37 | - | 2,597.37 | - | 2,597.37 | 2,293.95 | - | 2,293.95 | - | 2,293.95 |
| Other Financial Liabilities | 1,296.25 | - | 1,296.25 | - | 1,296.25 | 998.08 | - | 998.08 | - | 998.08 |
| Total | 7,261.03 | 2,337.85 | 4,204.16 | 957.16 | 7,499.17 | 6,638.20 | 2,446.65 | 3,534.51 | 892.72 | 6,873.88 |
Contingent Liabilities
We did not have any contingent liabilities as of September 30, 2025.
Capital Expenditures
Our historical capital expenditures primarily included cash flow used in investing activities for the purchase of furniture and fixtures, computers, office equipment, and leasehold improvements. We incurred expenditure on purchase of property, plant and equipment (including other intangible assets and capital advances) amounting to Rs 84.37 million, Rs26.21 million, Rs65.78 million, Rs245.16 million and Rs313.24 million in the six months periods ended September 30, 2025 and 2024 and in Fiscals 2025, 2024, 2023, respectively.
Off-Balance Sheet Arrangements
As of September 30, 2025, 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 enter into various transactions with related parties. For further information, see " Offer Document Summary - Summary of related party transactions" on page 35.
Quantitative and Qualitative Disclosures about Market Risks
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 comprises three types of risk: (i) interest rate risk, (ii) currency risk and (iii) other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, debt and equity investments and derivative financial instruments.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As the majority of our financial assets and liabilities are either non-interest bearing or fixed interest bearing instruments, our net exposure to interest risk is negligible.
With all other variables held constant, our loss will be impacted by a 0.50% change in interest rate as follows:
| Particulars | For the Six Months Period Ended September 30, | Fiscal | |||
| 2025 | 2024 | 2025 2024 2023 | |||
| (Increase)/decrease in loss (in Rs million) | |||||
| Increase in interest rate by 0.50% | (591) | (4.46) | (9.24) | (10.33) | (1611 |
| Decrease in interest rate by 0.50% | 5.91 | 4.46 | 9.24 | 10.33 | 4.61 |
Foreign currency risk
The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit or loss, where any transaction references more than one currency or where assets/liabilities are denominated in a currency other than the functional currency of the company. Our functional currency is the Indian Rupee. We undertake transactions denominated in foreign currencies and thus we are exposed to exchange rate fluctuations. For example, we source certain components from suppliers based outside India and are exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to USD and Euros (" EUR "). We have a treasury team which evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks and advises the management of any material adverse effect on us.
As our business does not involve material foreign currency transactions, we do not have significant exposure to foreign currency changes.
Equity risk
Our listed and non-listed securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. We manage the equity price risk through diversification and by placing limits on individual and total equity instruments. Reports on the equity portfolio are submitted to our senior management on a regular basis. Our Board of Directors reviews and approves all material equity investment decisions.
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. We are exposed to credit risk from our operating activities (primarily trade receivables), including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.
Trade receivables
Our trade receivables are typically unsecured. We manage credit risk through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which we grant credit terms in the normal course of business. Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of our performance to developments affecting a particular industry.
In order to avoid excessive concentrations of risk, our policies and procedures include specific guidelines to focus on the maintenance of a diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly. In Fiscal 2025, our largest customer accounts for less than 10% of net sales.
Liquidity risk
Liquidity risk is the risk that we may not be able to meet our present and future cash and collateral obligations without incurring unacceptable losses. Our objective is to, at all times maintain optimum levels of liquidity to meet our cash and collateral requirements. We closely monitor our liquidity position and deploy a cash management system to ensure that we maintain adequate sources of financing including loans from banks at an optimized cost.
Other price risk
Our exposure to price risk arises from our investment in mutual funds. To manage our price risk arising from investments in mutual funds, we diversify our portfolio.
Significant Economic Changes
Other than as described above under the heading titled " - Principal Factors Affecting Our Financial Condition and Results of Operations" beginning on page 392, to the knowledge of our management, there are no other significant economic changes that materially affect or are likely to affect income from continuing operations.
Unusual or Infrequent Events of Transactions
Except as described in this Updated Draft Red Herring Prospectus-I, there have been no events or transactions that, to our knowledge, may be described as "unusual" or "infrequent".
Known Trends or Uncertainties
Our business has been affected and we expect will continue to be affected by the trends identified above in the heading titled " - Principal Factors Affecting Our Financial Condition and Results of Operations " and the uncertainties described in " Risk Factors " beginning on pages 392 and 45, respectively. 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 sales, revenues, income from continuing operations, profitability, liquidity or capital resources.
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 revenues.
Competitive Conditions
We face competition in various aspects of our business and we expect such competition to grow in the future. For further details,
see "Risk Factors- We may not be able to compete successfully against current and future competitors " on page 55.
New Products or Business Segments Expected
Except as disclosed in "Our Business " on page 216, and products that we announce in the ordinary course of business, we have not announced and do not expect to announce in the near future any new products or business segments.
Seasonality of Business
Our business is influenced by seasonality. For further details, see " Managements Discussion and Analysis of Financial Condition and Results of Operations - Principal Factors Affecting our Financial Condition and Results of Operations - Seasonality ofBusiness " on page 412 and " Risk Factors - Our operating results are subject to seasonal fluctuations, which can adversely impact our business, results of operations and profitability " on page 77.
Significant Dependence on Single or Few Suppliers
Our top 10 vendors in each of the six months periods ended September 30, 2025 and September 30, 2024 and Fiscals 2025, 2024 and 2023, comprising logistics providers, contributed 56.74%, 57.92%, 57.85%, 50.93% and 54.67% of our Total Expenses in those respective periods. For further details, see "Risk Factors - We rely on various third party vendors, including logistics and fulfilment centre providers, communication platforms, shopping carts, social media platforms and marketplaces, payment gateways, ERPs, developers and credit providers in the operation of our business, and our Cost of Merchant Solutions contributed to 69.06%, 69.40%, 69.34%, 58.94% and 58.65% of our Total Expenses in the six months period ended September 30, 2025 and 2024, and Fiscals 2025, 2024 and 2023, respectively. Any deterioration in our relationships with, or disruption of the services provided by, such vendors could adversely affect our business, financial condition, cash flows and results of operations. " on page 62.
Significant Developments After September 30, 2025 that May Affect Our Future Results of Operations
Except as disclosed above and elsewhere in this Updated Draft Red Herring Prospectus - I, to our knowledge, no circumstances have arisen since the date of the Restated Consolidated Financial Information as disclosed in this Updated Draft Red Herring Prospectus-I which materially and adversely affect or are likely to affect our trading, operations or profitability, or the value of our assets or our ability to pay our liabilities within the next 12 months.
CRITICAL ACCOUNTING POLICIES
The critical accounting policies that our management believes to be the most significant are summarized below.
Property, plant and equipment
Property plant and equipment are stated at cost, less accumulated depreciation and accumulated impairment loss, if any. Such cost includes the cost of replacing part of the plant and equipment. When significant parts of plant and equipment are required to be replaced at intervals, we depreciate 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 plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit and loss as incurred.
Capital work in progress is stated at cost, net of accumulated impairment loss, if any.
Depreciation on all property plant and equipment are provided on a written down value based on the estimated useful life of the asset, which is as follows:
| Category of asset | Useful Lives (Years) |
| Office Equipment | 5 |
| Furniture and Fixtures | 10 |
| Computers | 3 |
| Mobiles | 5 |
| Plant and Machinery | 5-10 |
| Electrical Installations | 10 |
Leasehold improvements are amortised over life based on lease period ranging between 3 to 10 years.
The management has estimated the useful lives and residual values of all property, plant and equipment and adopted useful lives based on managements technical assessment of their respective economic useful lives. The estimated useful lives for these assets may differ from the useful lives prescribed under Part C of Schedule II of the Companies Act 2013. The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.
Depreciation on the assets purchased during the period/year is provided on pro rata basis from the date of purchase of the as sets. Individual assets costing less than Rs. 5,000 are depreciated within one year of the date they were first put to use.
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 income statement when the asset is derecognised.
Goodwill and other intangible assets
Goodwill represents the cost of acquired business as established at the date of acquisition of the business in excess of the acquirers interest in the net fair value of the identifiable assets, liabilities and contingent liabilities less accumulated impairment losses, if any. Goodwill is tested for impairment annually or when events or circumstances indicate that the implied fair value of goodwill is less than the carrying amount.
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 year in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets (other than those acquired in business combination) with finite lives are amortised on a straight line basis over the estimated useful economic life being 3 years. All Intangible assets (other than goodwill) are assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation year and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting year. 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 year 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 consolidated statement of profit and loss unless such expenditure forms part of carrying value of another asset.
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 gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the statement of profit or loss when the asset is derecognised.
Intangible assets acquired in business combination, include technology platform, Customer relationship and non-compete which are amortised on a straight line basis over their estimated useful life which is as follows:
| Nature of asset | Useful Lives (Years) |
| Technology platform | 7 |
| Non-Compete fees | 3 |
| Customer relationships | 7 |
Leases
We assess 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
We apply a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. We recognise lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.
(i) Right of use assets
We recognise 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 accumulated 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 ranging between 3 to 10 years.
If ownership of the leased asset transfers to us 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 (v) Impairment of non-financial assets.
(ii) Lease liabilities
At the commencement date of the lease, we recognise 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 us and payments of penalties for terminating the lease, if the lease term reflects us 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, we use our 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
We apply the short-term lease recognition exemption to its properties (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). Lease payments on short-term leases are recognised as expense on a straight-line basis over the lease term.
Revenue from Operations
Our revenue primarily derives from our innovative merchant solutions deeply rooted in cutting-edge technology. These merchant solutions revolve around shipping, fulfilment and conversion technology, serving as a bridge connecting retailers, carriers, and consumers on both national and international fronts. Our advanced technology plays a pivotal role in powering shipping and fulfilment for SMEs, D2C retailers, and social commerce sellers, while also offering a comprehensive technology stack for retailers to seamlessly integrate their shopping websites or their other channels for efficient inventory and order management.
Within the realm of merchant solutions, we generate revenue through a range of technology-driven services. This includes onetime setup fees, subscription charges, platform fees and value-added services, as well as revenue derived from shipping and logistics solutions, payment management, and state-of-the-art fulfilment solutions. Our principal method of charging its revenue is on a pay-for-use model i.e. we monetise our products or services on a per-transaction basis. These technology-driven services
are strategically designed to empower and optimize merchants use of the tech-based platform, ultimately constituting a significant portion of our overall revenue.
We recognize income on facilitation services on accrual basis for the financing arrangements between NBFCs/lending partners and the merchants.
Arrangements with merchants do not provide the merchants with the right to take possession of the software supporting our hosting platform at any time and are therefore accounted for as service contracts. We recognize revenue to depict the transfer of promised services to its customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those services.
At contract inception, we assess the goods and services promised in contracts with customers and identifies various performance obligations to provide distinct goods and services to the customers. We determine the price for each performance obligation based on observable consolidated selling prices. consolidated selling prices are determined considering pricing objectives, market conditions, discounting practices, transaction size, customer demographics, geography, price lists, and go-to-market strategy. This determination involves management consultation and approval. Changes in go-to-market strategies may lead to adjustments in consolidated selling prices.
We follow the guidance provided in IND AS 115 Revenue from Contracts with Customers, for determining whether we are the principal or an agent in arrangements with customers that involve another party that contributes to providing a specified service to a customer. In these instances, we determine whether we have promised to provide the specified service itself (as principal) or to arrange for the specified service to be provided by another party (as an agent). This determination depends on the facts and circumstances of each arrangement. We have concluded that we are the principal in our revenue arrangements because we typically control the goods or services before transferring them to the customers.
Where performance obligation is satisfied over time, we recognize revenue over the contract period. Where performance obligation is satisfied at a point in time, we recognize revenue when customer obtains control of promised goods and services in the contract.
GST collected from merchants and remitted to government authorities are excluded from revenue. Payment is received upon invoicing, with payment terms varying by contract type but usually requiring payment within 30 days of the invoice date. The Group also allows its merchants to maintain advances. The contracts do not involve significant financing components when there are timing differences between revenue recognition, invoicing, and payment.
Sale of goods
Revenue from sale of goods is recognized at the point in time when control of the asset is transferred to the customer, generally on delivery of the goods. We consider whether there are other promises in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated.
Dividend
Dividend income is recognized our right to receive dividend is established by the reporting date.
Interest
Interest income is recognized when it is probable that the economic benefits will flow to us and amount of income can be measured reliably. Interest income is recognized using the effective interest method.
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 consideration in exchange for services transferred to the customer (which consist of unbilled revenue). If we perform 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. Contract assets are subject to impairment assessment.
Trade receivables
A trade receivable represents our 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 transfer services to a customer for which we have received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before we transfer 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 we perform under the contract.
Employee benefits
Provident fund & National Pension Scheme
Retirement benefit in the form of provident fund and national pension scheme (NPS) is a defined contribution scheme. We have no obligation, other than the contribution payable to the provident fund/NPS. We recognize contribution payable to the provident fund scheme/NPS 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 prepayment will lead to, for example, a reduction in future payment or a cash refund.
Gratuity
Gratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial valuation on projected unit credit method made at the end of each financial period/year.
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 year in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.
Past service costs are recognised in restated consolidated statement of profit and loss on the earlier of:
(i) The date of the plan amendment or curtailment, and
(ii) The date that we recognise related restructuring costs
Net interest is calculated by applying the discount rate to the net defined benefit liability. We recognise the following changes in the net defined benefit obligation as an expense in the restated consolidated statement of profit and loss:
(i) Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and
(ii) Net interest expense Leave encashment
Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short-term employee benefit. We measure 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. We recognize expected cost of short-term employee benefit as an expense, when an employee renders the related service.
Short-term obligations
Liabilities for wages and salaries, including non monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognized in respect of employee service up to the end of the reporting period and are measured at the amount expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the restated consolidated balance sheet.
Provisions and contingent liabilities
Provisions
Provisions are recognised when we have a present obligation (legal or constructive) as a result of a past event and 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. 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.
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 our control, 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.
CAPITALISATION STATEMENT
The following table sets forth our capitalisation as of September 30, 2025, derived from our Restated Consolidated Financial Information, pre-Offer, and as adjusted for the Offer. This table should be read in conjunction with " Risk Factors", " Restated Consolidated Financial Statements"" and " Managements Discussion and Analysis of Financial Condition and Results of Operations"" on pages 45, 302 and 387, respectively.
(f in million, except ratios)
| Particulars | Pre-Offer as of September 30, 2025 | As adjusted for the proposed Offer |
| Borrowings | ||
| Current borrowings (A) | 2,337.85 | hi |
| Non-current borrowings (B) | - | hi |
| Total Borrowings (C = A+B) | 2,337.85 | hi |
| Equity | ||
| Equity Share capital (D) | 6.38 | hi |
| Instruments entirely equity in nature (E) | 595.24 | |
| Share Consideration pursuant to Merger (F) | - | hi |
| Other equity (G) | 14,475.25 | [-L |
| Equity attributable to equity holders of the parent (H = D+E+F+G) | 15,076.87 | [-i |
| Non-controlling interests (I) | - | [-i |
| Total Equity (J = H+I) | 15,076.87 | [-i |
| Total borrowings/Total Equity (C/J)(in %) | 15.51% | [-L |
Notes:
1. The component of debt and equity carries the same meaning as per Schedule III of the Companies Act, 2013.
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