Independent Auditors Examination Report on the restated consolidated summary statements of assets and liabilities as at March 31, 2026, March 31, 2025 and March 31, 2024 and the restated consolidated summary statements of profits and losses (including other comprehensive income), restated consolidated summary statement of cash flows and statements of changes in equity, the statement of material accounting policies and other explanatory information for each of the years ended March 31, 2026, March 31, 2025, and March 31, 2024 of Shiprocket Limited (formerly known as Shiprocket Private Limited, erstwhile Bigfoot Retail Solutions Private Limited) (collectively, the "Restated Consolidated Summary Statements")
To
The Board of Directors
Shiprocket Limited (formerly known as Shiprocket Private Limited, erstwhile Bigfoot Retail Solutions Private Limited) Plot B, Khasra No. 360, Sultanpur, South Delhi, Delhi 110030
Dear Sirs,
1. We, S.R. Batliboi & Associates LLP, Chartered Accountants ("we" or "us" or "SRBA") have examined the attached restated consolidated summary statements of Shiprocket Limited (formerly known as Shiprocket Private Limited, erstwhile Bigfoot Retail Solutions Private Limited), its subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group") and its associate as at and for each of the years ended March 31, 2026, March 31, 2025, and March 31, 2024 annexed to this report and prepared by the Company for the purpose of inclusion in the red herring prospectus ("RHP") and Prospectus (collectively the "Offer Documents") to be filed by the Company with the Registrar of Companies, the Securities and Exchange Board of India ("SEBI"), BSE Limited and National Stock Exchange of India Limited (collectively, the "Stock Exchanges") in connection with its proposed Initial Public Offer ("IPO") of equity shares of face value of Rs 10 each of the Company comprising a fresh issue of equity shares and an offer for sale of equity shares held by the selling shareholders of the Company (collectively, the "Offer"). The restated consolidated summary statements, which have been approved by the Board of Directors of the Company at their meeting held on July 27, 2026, have been prepared in accordance with the requirements of:
(a) Section 26 of Part I of Chapter III of the Companies Act 2013 (the "Act");
(b) Relevant provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations"); and
(c) The Guidance Note on Reports in Company Prospectus (Revised 2019) (as amended) issued by Institute of Chartered Accountants of India ("ICAI"), (the "Guidance Note")
Managements Responsibility for the Restated Consolidated Summary Statements
2. The preparation of the restated consolidated summary statements, which are to be included in the Offer Documents is the responsibility of the management of the company. The restated consolidated summary statements has been prepared by the management of the company on the basis of preparation stated in the paragraph 2.1 of Annexure V to the restated consolidated summary statements. The responsibility of management includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Summary Statements. The management is also responsible for identifying and ensuring that the group complies with the Act, ICDR Regulations and Guidance Note.
Auditors Responsibilities
3. We have examined such restated consolidated summary statements taking into consideration:
(a) The terms of reference and terms of our engagement agreed with you vide our engagement letter dated January 02, 2025 and June 11, 2026, requesting us to carry out the assignment work on such restated consolidated statements proposed to be included in the Offer Documents, in connection with the proposed Offer of the Company;
(b) The Guidance Note also requires that we comply with ethical requirements of Code of Ethics issued by the ICAI;
(c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the restated consolidated summary statements; and
(d) The requirements of Section 26 of the Act and the ICDR Regulations.
Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the Offer.
Restated Consolidated Summary Statements
4. These restated consolidated summary statements have been compiled by the management of the company from:
(a) Audited Ind AS consolidated financial statements of the Group as at and for the year ended March 31, 2026 which were prepared in accordance with the Ind AS, as prescribed under section 133 of the act read with the Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, along with the presentation requirements of Division II of Schedule III to the Companies Act, 2013 (Ind AS compliant Schedule III), as applicable, which have been approved by the Board of Directors at their meeting held on June 10, 2026.
(b) Audited Ind AS consolidated financial statements of the Group as at and for the year ended March 31, 2025 which were prepared in accordance with the Ind AS, as prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, along with the presentation requirements of Division II of Schedule III to the Companies Act, 2013 (Ind AS compliant Schedule III), as applicable, which have been approved by the Board of Directors at their meeting held on September 29, 2025.
(c) Audited Ind AS consolidated financial statements of the Group as at and for the year ended March 31, 2024 which were prepared in accordance with the Ind AS, as prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, along with the presentation requirements of Division II of Schedule III to the Companies Act, 2013 (Ind AS compliant Schedule III), as applicable, which have been approved by the Board of Directors at their meeting held on September 27, 2024.
(d) The Audited Ind AS consolidated financial statements referred to in paragraph 4 (a) to 4 (c) above include financial statements and other financial information in relation to the Companys subsidiaries (listed in Annexure 1), which are audited by other auditors.
5. For the purpose of our examination, we have relied on:-
(a) Auditors reports issued by us, dated June 10, 2026, September 29, 2025 and September 27, 2024 on the audited Ind AS consolidated financial statements of the Group as at and for the year ended March 31, 2026, March 31, 2025 and March 31, 2024 respectively, as referred in paragraph 4 (a), 4 (b) and 4 (c) above.
(b) The auditors report on the audited Ind AS consolidated financial statements of the Group as at and for the year ended March 31, 2024, includes the following emphasis of matter paragraph:
(i) Our report dated September 27, 2024, on consolidated financial statement as at and for the year ended on March 31, 2024 includes an emphasis of matter paragraph to indicate the impact of the adjustment related accounting for shared based expenses for incorrect cost accrual and corresponding adjustment in other equity, which had led to a restatement of the financial statements as at and for the year ended March 31, 2023 and as at April 01, 2022.
Our opinion is not modified with respect to this matter.
(c) The audit report on consolidated financial statements of the group as at and for the year ended March 31, 2026 referred to in paragraph 4(a) above included the following under section Other Legal and Regulatory Requirements:
(i) Modifications relating to the maintenance of books of account and other matters connected therewith (included in part B of Annexure VI in the attached restated consolidated summary statements).
(d) The audit report on consolidated financial statements of the group as at and for the year ended March 31, 2025 referred to in paragraph 4(b) above included the following under section Other Legal and Regulatory Requirements:
(i) Modifications relating to the maintenance of books of account and other matters connected therewith (included in part B of Annexure VI in the attached restated consolidated summary statements).
(e) The audit report on consolidated financial statements of the group as at and for the year ended March 31, 2024 referred to in paragraph 4(c) above included the following under section Other Legal and Regulatory Requirements:
(i) Modifications relating to the maintenance of books of account and other matters connected therewith (included in part B of Annexure VI in the attached restated consolidated summary statements).
(f) As indicated in Paragraph 4 (d) above and listed in Annexure 1, we did not audit the financial statements and other financial information of subsidiaries as at and for the years ended March 31, 2026, March 31, 2025 and March 31, 2024 whose financial statements reflect total assets, total revenues and net cash inflows/(outflow) as tabulated below and included in the restated consolidated summary statements:
| (In Rs. Mn.) | ||||
As at and for the year ended |
No. of Subsidiaries | Total assets | Total revenue | Net cash inflow/(outflow) |
| March 31, 2026 | 4 | 825.34 | 490.56 | (26.34) |
| March 31, 2025 | 3 | 809.38 | 368.94 | 69.47 |
| March 31, 2024 | 3 | 764.82 | 361.45 | (152.60) |
These financial statements and other financial information have been audited by other firms of Chartered Accountants as listed in 4 (d) above, whose financial statements, other financial information and reports have been furnished to us by the Companys management and our opinion in so far as it relates to the amounts included in the financial statements referred to in paragraph 4 above are based solely on the report of other auditors.
(g) The consolidated financial statements referred into paragraph above 4 (a) to 4 (c) include unaudited financial statements and other unaudited financial information have been furnished to us by the management (listed in Annexure 2). Our opinion, in so far as it relates amounts and disclosures include in respect of these subsidiaries, and our report in terms of sub-sections (3) of Section 143 of the Act in so far as it relates to the aforesaid subsidiaries, is based solely on such unaudited financial statements and other unaudited financial information. In our opinion and according to the information and explanations given to us by the management, these financial statements and other financial information are not material to the Group. These unaudited financial statements reflect total assets, total revenues and net cash inflows/(outflow) as tabulated below and included in the restated consolidated summary statements:
(In Rs Mn.)
| (In Rs Mn.) | ||||
As at and for the year ended |
No. of Subsidiaries | Total assets | Total revenue | Net cash inflow/(outflow) |
| March 31, 2026 | 1 | 6.90 | 0.00 | (0.74) |
| March 31, 2025 | 1 | 7.64 | 2.16 | (1.13) |
| March 31, 2024 | 2 | 65.80 | 29.85 | 6.24 |
6. In respect of examination performed by other auditors:
(a) The audits of the Companys subsidiaries as at and for the financial years ended March 31, 2026, March 31, 2025 and March 31, 2024 was conducted by other auditors and accordingly reliance has been placed on the restated consolidated statement of assets and liabilities, the restated consolidated statements of profit and loss (including other comprehensive income), restated consolidated statements of changes in equity and cash flow statements, the statement of significant accounting policies, and other explanatory information (the
"Subsidiary Restated Statements") examined by them for the said periods. The examination report included for the said period is based solely on the examination reports submitted by the other auditors. The other auditors have also confirmed that the Subsidiary Restated Statements:
(i) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2026, March 31, 2025 and March 31, 2024 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed for the financial year ended March 31, 2026.
(ii) does not contain any qualifications requiring adjustments; and
(iii) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
(b) Based on our examination and according to the information and explanations given to us as at and for the years ended March 31, 2026, March 31, 2025 and March 31, 2024 and also as per the reliance placed on the examination reports submitted by other auditors as at and for the years ended March 31, 2026, March 31, 2025 and March 31, 2024 in respect of the companys subsidiaries, we report that restated consolidated summary statements of the group:
(i) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial statements for the financial years ended March 31, 2026, March 31, 2025 and March 31, 2024 to reflect the same accounting treatment as per the accounting policies and grouping/ classifications followed as at and for the financial year ended March 31, 2026;
(ii) There are no qualifications in the auditors reports on the audited Ind AS consolidated financial statements of the Group as at and for each of the year ended March 31, 2026, March 31, 2025 and March 31, 2024 which require any adjustments to the restated consolidated summary statements.
However, items relating to emphasis of matter, and qualifications related to legal and regulatory matters and those qualifications on matters included in our report on the Companies (Auditors Report) Order, 2020 issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, as referred to in paragraph 5 (b) to 5 (d) above do not require any corrective adjustments to the restated consolidated summary statements, have been disclosed in Annexure VI to the Restated Ind AS Statements; and
(iii) have been prepared in accordance with the Act, ICDR Regulations and Guidance Note.
7. We have not audited financial statements of the Group as of any date or for any period subsequent to March 31, 2026. Accordingly, we express no opinion on the financial position, results of operations, cash flows and changes in equity of the Group as of any date or for any period subsequent to March 31, 2026.
8. The restated consolidated summary statements do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the audited Ind AS consolidated financial statements mentioned in paragraph 4 above.
9. This report should not be in any way construed as a reissuance or re-dating of any of the previous audit reports issued by us nor should this report be construed as a new opinion on any of the audited Ind AS consolidated financial statements referred to herein.
10. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
11. Our report is intended solely for the use of the Board of Directors for inclusion in the Offer Documents to be filed with
Registrar of Companies, Securities and Exchange Board of India, National Stock Exchange of India Limited and BSE Limited in connection with the proposed Offering as set forth in the paragraph 1 above of this report. Our report should not be used, referred to or distributed for any other purpose.
For S.R. Batliboi & Associates LLP |
| Chartered Accountants |
ICAI Firm Registration No.: 101049W/ E300004 |
| per Sanjay Bachchani |
| Partner |
| Membership No: 400419 |
| UDIN: 26400419ROXDXK6247 |
| Place: Gurugram |
| Date: July 27, 2026 |
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