SHIPROCKET LIMITED

Shiprocket Limited - Related Party Transactions

Introduction

Based on the RHP (Red Herring Prospectus) dated August 5, 2026, and subsequent filings, here are the “Related Party Transactions” (RPT) details of Shiprocket Limited.

Business Model Operations

Business Model: Shiprocket operates an asset-light, end-to-end horizontal e-commerce enablement platform. It acts as a technology-led "operating system" for merchants, simplifying logistics, checkout, and payments without owning delivery fleets or fulfilment centers.

Comparable Peers: The company identifies Unicommerce Esolutions Limited as its primary listed peer in India. Global peers include Shopify Inc., Global-E Online Ltd., and BigCommerce Holdings Inc.

Raw Materials: The company consumes packaging materials (classified as traded goods). These are primarily sourced domestically (India) as the business is largely focused on the Indian market. Price volatility is generally low compared to core operating expenses like "Cost of Merchant Solutions" (delivery fees).

Key Vendors: Top vendors include Bluedart Express, Delhivery Limited, Busybees Logistics, and Shadowfax Technologies.

TAM & Order Book: The company addresses the broader Direct Commerce market, which accounted for 10-12% of online retail in India in 2025. It operates on a consumption-based model (pay-per-use), so it does not maintain a traditional "order book" but grows with merchant transaction volume.

Advances: Merchants maintain upfront payments in a closed wallet on the platform to avail of services.

Regulatory & Competitive Landscape: Operates in a highly competitive e-commerce enablement sector. It is a participant in the ONDC (Open Network for Digital Commerce) as both a logistics provider and a seller app.

Financial Performance Health

Balance Sheet Health: As of March 31, 2026, the company has a strong liquidity position with Cash and Cash Equivalents of ₹1,847.43 million. Total Debt (Borrowings + Lease Liabilities) is well-covered by a Net Worth of ₹15,242.89 million, resulting in a low Debt-to-Equity ratio of 0.16x.

Revenue Mix: The business is almost entirely domestic, with India contributing 99.8% (₹20,205.63 million) of FY26 revenue.

Customer Concentration: Highly diversified; no single customer represents >10% of revenue. The top 20 merchants contribute only 17.65%.

Risks Management Outlook

Key Risks: Reliance on third-party logistics partners, history of restated losses, and challenges in integrating large acquisitions like Pickrr and Shiprocket Omuni.

Red Flags:

Large Impairments: In Fiscal 2024, the company recorded a ₹1,767.42 million impairment in Goodwill and ₹753.15 million in intangible assets.
Internal Control Weaknesses: Prior audits identified that certain privileged access rights allowed direct database changes without an audit trail, and there were errors in share-based expense recognition.

Legal Cases:

An FIR was filed against the owners/MD (Saahil Goel) in 2025 regarding the Arms Act, which the MD is seeking to quash.
Subsidiary Pickrr received a summons in 2026 regarding allegedly withheld COD amounts.

Growth Plans: Focus on expanding Shiprocket Quick (hyperlocal), scaling cross-border trade to more countries, and launching AI-driven products like Shiprocket Sense for data intelligence.

Management Outlook: Management views MSME challenges (high fulfilment costs, fragmented services) as structural and positions their "operating system" as the structural remedy for the industry.

Disclaimer

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SEBI REGN NO. INH000001071