డైరెక్టర్ల నివేదిక Shiprocket Ltd.

2. REVIEW OF OPERATIONS/STATE OF THE

COMPANY''S AFFAIRS

• On a standalone basis, revenue from operations
for FY 2025-26 grew to Rs. 19,974.90 million,
from Rs. 16,112.41 million in FY 2024-25, a year-
on-year increase of 23.97%. The comprehensive
loss for the year narrowed to Rs. 357.18 million,
from Rs. 521.32 million in the preceding year,
reflecting improving operating leverage and
disciplined cost management.

• On a consolidated basis, revenue from operations
for FY 2025-26 rose to Rs. 20,241.41 million,
from Rs. 16,320.12 million in FY 2024-25, a year-
on-year increase of 24.03%. The consolidated
comprehensive loss for the year stood at Rs.
793.17 million, as against Rs. 766.63 million in
the previous year.

The operating and financial performance of your

Company has been covered in the Management

Discussion and Analysis Report which forms part of
the Annual Report.

3. TRANSFER TO RESERVE

The Company has not transferred any amount to
reserves during the financial year under review.

4. DIVIDEND

For the FY 2025-26, the Board has not recommended
any dividend.

In terms of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("the
Listing Regulations"), the Company has formulated
a Dividend Distribution Policy, with an objective to
provide the dividend distribution framework to the
Stakeholders of the Company. The policy sets out
various internal and external factors, which shall be
considered by the Board in determining the dividend

pay-out. The policy is available on the website of the
Company atDividend Distribution Policy.

5. CHANGE IN NATURE OF BUSINESS

During the financial year under review, there was no
change in the nature of the business of the Company.

7. MATERIAL CHANGES OR COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

Pursuant to the requirements of Section 134(3)(l) of
the Act, there have been no material changes and
commitments affecting the financial position of the
Company between the end of the financial year and
the date of this Report.

The Company was converted into a public limited
company with effect from February 18, 2025. As on date
of reporting, the Company has made an Initial Public

6. SHARE CAPITAL

i. AUTHORIZED SHARE CAPITAL

During the year under review, there was no
change in the authorized share capital of the
Company.

Offering and listed its Equity Shares on National Stock
Exchange of India Limited and BSE Limited (Refer Point
No.8 below for details)

8. SIGNIFICANT DEVELOPMENT

Initial Public Offering (IPO) and Listing

Subsequent to the close of the financial year, the
Company achieved a significant milestone in its
journey with the successful completion of its Initial
Public Offering ("IPO" or "the Offer"). The Offer
comprised 16,67,61,566 Equity Shares of face value

of Rs. 10 each, allotted at a price of Rs. 97 per Equity
Share (including a premium of Rs. 87 per Equity
Share), aggregating to Rs. 16,174.85 million. The Offer
comprised a fresh issue of 91,299,203 Equity Shares
aggregating to Rs. 8,855.00 million and an offer for
sale of 75,462,363 Equity Shares aggregating to
Rs. 7,319.85 million by the Selling Shareholders. The
Offer included a reservation of 1,13,636 Equity Shares
for eligible employees, who were offered a discount
of Rs. 9 per Equity Share. The Company proposes to
deploy the net proceeds of the fresh issue towards
the objects set out in the Prospectus dated August 14,
2026.

The Issue opened on August 12, 2026 and closed on
August 14, 2026. Axis Capital Limited, BofA Securities
India Limited, JM Financial Limited and Kotak Mahindra
Capital Company Limited acted as Book Running Lead
Managers. Key milestones are set out below:

The Equity Shares of the Company were listed and
admitted to trading on the National Stock Exchange
of India Limited and BSE Limited with effect from
August 19, 2026, marking the Company''s transition to
a publicly listed entity. Your Directors place on record
their appreciation of the confidence reposed in the
Company by investors, and reaffirm their commitment
to the highest standards of corporate governance,
transparency and value creation for all stakeholders.

9. EMPLOYEES STOCK OPTION PLAN

During the year ended March 31,2017, the Company
established Bigfoot Employee Stock Option Plan
2016 (presently known as Shiprocket Employee Stock
Option Plan 2016) ("ESOP 2016") and the same was
approved by the Board of Directors of the Company
and came into existence w.e.f. August 16, 2016. The
plan was set up so as to offer and grant, for the benefit
of employees of the Company, as specified in the said
scheme, options of the Company in one or more
tranches, and on such terms and conditions as may
be fixed or determined by the Board, in accordance
with the ESOP scheme. The options granted under
the aforesaid scheme shall vest not less than one year
and not more than five years from the date of grant
of options.

During the year ended March 31,2023, the Company
established Bigfoot Acquired Businesses Employee
Stock Option Plan 2022 ("ESOP 2022") and the same
was approved by the shareholders in their meeting on
June 17, 2022 ("EGM Meeting") authorizing the Board
to issue Employee Stock Options to the employees
under ESOP 2022. The plan was set up so as to
offer and grant, for the benefit of the Company, its
Subsidiary in or outside India, and its Holding Company
if any, and any successor Company thereof and may
be granted to the employees of the Company, or of
its Subsidiary Company(ies), or its Holding Company, if
any, as determined by the Board at its sole discretion,
options of the Company in one or more tranches,
and on such terms and conditions as may be fixed
or determined by the Board, in accordance with the
ESOP scheme.

The Company has merged the Shiprocket Employee
Stock Option Plan 2016 and the Bigfoot Acquired
Businesses Employee Stock Option Plan 2022 into
a single, consolidated scheme to be known as the
"Shiprocket Employee Stock Option Plan 2016" (the
"ESOP Scheme"). The same has been approved by the
Board of Directors of the Company in the meeting held
on March 21, 2025. Further, the same has also been
approved through a special resolution passed in the
extraordinary general meeting of the shareholders of
the Company held on April 14, 2025.

During the year ended March 31,2025, the Company
established Shiprocket Employee Stock Option Plan
2024 ("ESOP 2024") and the same was approved by
the shareholders of the Company in the Extraordinary
General Meeting held on December 11, 2024 and
came into existence. The plan was set up so as to
offer and grant, for the benefit of employees of the
group, as specified in the said scheme, options of the
Company in one or more tranches, and on such terms
and conditions as may be fixed or determined by the
Board/Compensation committee, in accordance with
the ESOP scheme. The options granted under the
aforesaid scheme shall vest not less than one year
and not after maximum vesting period specified in the
letter of grant issued to the employee from the date
of grant of options. Additional details concerning the
specific vesting period and vesting conditions subject
to which vesting would take place, shall be further
detailed in the document given to the Option Grantee
at the time of grant of options.

On March 07, 2025, the Board of Directors of the
Company have approved a modification to the
existing "Employees Stock Option Plan 2016" (ESOP

Plan), which included an increase in the share based
payment options pool by an additional 151,651 share
based payment options, thereby increasing the total
ESOP pool under both ESOP schemes i.e., ESOP 2016
and ESOP 2024 to 3,26,091 share based payment
options. Further, upon merger of ESOP 2022 scheme
and ESOP 2016 scheme, the total ESOP pool increased
to 3,56,091 share based payment options.

Subsequently, at the end of the financial year under
review, the Company has two employee stock option
schemes, namely Shiprocket Employee Stock Option
Plan 2016 ("ESOP 2016") and Shiprocket Employee
Stock Option Plan 2024 ("ESOP 2024") (collectively,
"ESOP Schemes"), administered under the supervision
of the Nomination and Remuneration Committee
("NRC").

Relevant details of the ESOP Schemes are provided
below and are available on the Company''s website
at https://www.shiprocket.in/investor-relations/
disclosures-under-regulation-46/.

The disclosure pursuant to Regulation 14 read
with Part F of Schedule I of the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021 ("SEBI SBEB Regulations") and Section 62(1)(b)
of the Companies Act 2013, read with Rule 12(9) of
the Companies (Share Capital and Debentures) Rules,
2014 is available on the Company''s website at https://
www.shiprocket.in/investor-relations/disclosures-
under-regulation-46/.

10. CREDIT RATING

During the year under review, the credit rating is not
applicable to the Company.

11. SIGNIFICANT AND MATERIAL ORDERS

During the FY 2025-26, there were no significant and
material orders passed by the regulators or courts or
tribunals impacting the going concern status and the
Company''s operations in the future.

12. ANNUAL RETURN

In terms of Section 92(3) read with ''Section 134(3)(a)
of the Act''. of the Act and rules thereto, the Annual
Return of the Company in Form MGT-7 for the
financial year ended on March 31, 2026 is available
on the Company''s website which can be accessed
on the website of your Company at https://www.
shiprocket.in/investor-relations/disclosures-under-
regulation-46/.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company comprises an optimal
blend of Executive, Non-Executive and Independent
Directors, including a Woman Independent Director,
bringing to bear a diversity of experience, expertise
and perspective. The composition of the Board is
in conformity with the provisions of the Companies
Act, 2013, the SEBI Listing Regulations and other
applicable statutory provisions.

As on March 31, 2026, the Board comprised Seven
(7) Directors, namely Two (2) Executive Directors, One
(1) Non-Executive Non-Independent Director and
Four (4) Independent Directors, of whom One (1) is
a Woman Independent Director. The appointment
and re-appointment of every Director is subject to the
approval of the Members in accordance with the Act
and the SEBI Listing Regulations.

The appointment/re-appointment of all the Directors
of the Company is subject to periodic approval of the
shareholders.

Details of change in Directors during FY 2025-26 and
till the date of this Report, are as under:

A. Board of Directors ("Board")i. Number of Meetings

The Board met 9 times during the year
under review. The details of such meetings
are disclosed in the Corporate Governance
Report forming part of this Annual Report.

ii. Director retiring by rotation and
subsequent reappointment

In accordance with the provisions of Section
152 of the Act, Saahil Goel, (DIN: 05106685)
Managing Director & CEO of the Company,
will retire by rotation at the ensuing AGM
and being eligible, has offered himself for
reappointment.

Based on the recommendation of the
Nomination and Remuneration Committee,
the Board of Directors have recommended
his re-appointment for approval of the
members at the ensuing AGM. The
relevant details of the Directors seeking re¬
appointment, as required under the Act and
the Listing Regulations, are provided in the
Notice convening the AGM.

In the opinion of the Board, the Directors
appointed/re-appointed during the year
possess the requisite qualifications,
experience, expertise, and proficiency and
hold high standards of integrity.

During the period under review, none of the
Directors on the Board of the Company has
been debarred or disqualified from being
appointed or continuing as Director of the
Company by the Securities and Exchange
Board of India, Ministry of Corporate Affairs
or any other Statutory authority.

iv. Resignation of Director

During the financial year under review,
NishantChandraandPankajMakkarresigned
from the Board of Directors of the Company
with effect from May 10, 2025. The Board
places on record its sincere appreciation for
their valuable contributions, guidance, and
support during their tenure as Directors of
the Company. Their insights and experience
were instrumental in shaping key strategic
decisions and supporting the Company''s
growth journey.

v. Board evaluation

Pursuant to applicable provisions of the
Act and the Listing Regulations, the Board,
in consultation with its Nomination and
Remuneration Committee, has formulated a
framework containing, inter alia, the criteria
for performance evaluation of the entire
Board of the Company, its Committees and

individual Directors, including Independent
Directors. The framework is monitored,
reviewed and updated by the Board, in
consultation with the Nomination and
Remuneration Committee, in accordance
with the new compliance requirements.

The annual performance evaluation of the
Board, its Committees and each Director
has been carried out for FY 2025-26 in
accordance with the framework. The
details of evaluation process of the Board,
its Committees and individual directors,
including Independent Directors have been
provided under the Corporate Governance
Report which forms part of this Annual
Report.

The Board of Directors'' Evaluation
Framework is a part of Nomination and
Remuneration Policy of the Company
and can be accessed at https://www.
shiprocket.in/investor-relations/corporate-
governance/#policies-and-codes

vi. Declaration of independence

Pursuant to Section 149(7) of the Act,
The Company has received necessary
declaration from each Independent Director
of the Company stating that:

a. they meet the criteria of independence
as provided in Section 149(6) of the Act
and Regulation 16(1)(b) of the Listing
Regulations; and

b. as required vide Rule 6 (1) & (2) of
the Companies (Appointment and

Qualifications of Directors) Rules, 2014
they have registered their names in
the Independent Directors'' Databank
maintained by the Indian Institute of
Corporate Affairs.

Based on the declarations received
from the Directors, the Board confirms,
that the Independent Directors fulfill
the conditions as specified under
Schedule V of the Listing Regulations
and are independent of the management.

vii. Policy on Director''s appointment and
remuneration

The Board of Directors values the
significance of diversity and firmly believes
that diversity of background, gender,
age, geography, expertise, knowledge,
perspectives etc., lead to sharper and
balanced decision-making and overall
sustainable development. Your Directors
recognize the importance of diversity and
inclusion in our boardroom and strive to
maintain a diverse composition that reflects
the richness of the global community we
serve.

In terms of the requirement of Section 178
of the Act and SEBI Listing Regulations, the
Board of Directors has adopted ''Policy on
Nomination and Remuneration'' (''Policy'')
on appointment and remuneration of
Directors, KMPs & Senior Management.
The Policy includes, inter alia, criteria for
the appointment of Directors, KMPs, Senior
Management Personnel and other covered
employees, their remuneration structure
and disclosures in relation thereto.

The salient features of the Policy are
outlined in the Corporate Governance
Report and the Policy is made available
on the Company''s website, which can
be accessed using the link https://www.
shiprocket.in/investor-relations/corporate-
governance/#policies-and-codes.

viii. Familiarization Programme for
Independent Directors

Disclosure pertaining to familiarization
programme for Independent Directors is
provided in the Corporate Governance
Report forming part of this Annual Report.

B. Committees

In compliance with statutory requirements, the
Company has constituted the Audit Committee,
Risk Management Committee, Nomination and
Remuneration Committee, Corporate Social
Responsibility Committee and Stakeholders''
Relationship Committee. The Board has also
constituted other committees as required for
business purposes.

Details of all the committees, along with their
charters, composition and meetings held
during the year, are provided in the Corporate
Governance Report forming part of this Annual
Report.

C. KEY MANAGERIAL PERSON (KMP):

In accordance with the provisions of Sections
2(51) and 203 of the Act read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 the following were the
Key Managerial Personnel of the Company as on
March 31,2026:

(i) Mr. Saahil Goel - Managing Director and
Chief Executive Officer;

(ii) Mr. Kumar Tanmay - Chief Financial Officer;
and

(iii) Ms. Deepa Kapoor - Company Secretary
and Compliance Officer

During the year under review, there has been no
change in the Key Managerial Personnel of the
Company.

After closure of financial year under review, Ms.
Deepa Kapoor has resigned from the position of
the Company Secretary and Compliance Officer
w.e.f. July 03, 2026 and Mr. Nikhil Kumar has
been appointed as a Company Secretary and
Compliance Officer of the Company w.e.f. July 27,
2026.

14. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The CSR Policy reflects the Company''s commitment
to social welfare and sustainable development,
with a structured approach to initiatives benefiting
communities, particularly around its areas of
operation.

The CSR Policy, Committee composition, terms
of reference and projects are available at https://
www.shiprocket.in/investor-relations/corporate-
governance/#policies-and-codes. The Company was

not required to spend toward CSR for FY 2025-26 due
to losses in FY 2024-25. The Annual Report on CSR
activities under Section 135 of the Act and applicable
Rules is annexed as "Annexure-I".

15. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

Pursuant to the provisions of Section 129(3) of the
Act, a statement containing the salient features of the
financial statements of the Company''s subsidiaries
and associate(s) is provided in the prescribed Form
AOC-1, which is annexed hereto as "Annexure-II" and
forms part of this Report.

The Policy on Determining Material Subsidiaries as
approved by the Board is available on the Company''s
website and can be accessed at Policy on Determining
Material Subsidiaries.

No Director of the Company receive any remuneration
or commission from any of its subsidiaries.

The Board of Directors approved the incorporation of
Logitrust Freight Services Private Limited in FY 2025-26
as Wholly Owned Subsidiary of the Company. It was
incorporated on September 09, 2025 with the aim of
providing support for Company''s hyperlocal deliveries.

16. MAINTENANCE OF COST RECORDS AND AUDIT

The Company is not engaged in the business of
production of goods or providing of services as
specified in Rule 3 of the Companies (Cost Records
and Audit) Rules, 2014 ("Rules"). Accordingly,
the requirement of maintaining cost records in
accordance with Section 148(1) of the Act read with
the Rules is not applicable to the Company for the
period under review.

17. PROCEEDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

There were no applications made or proceedings
pending against the Company under the Insolvency
and Bankruptcy Code, 2016 as amended, before the
National Company Law Tribunal or other Courts as on
March 31,2026.

18. RELATED PARTY TRANSACTIONS

The Company has formulated a policy on Related
Party Transactions in accordance with the provisions
of Sections 177 and 188 of the Act and Rules made
thereunder read with Regulation 23 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, and the same is available on the

website of the Company at https://www.shiprocket.in/
investor-relations/corporate-governance/#policies-
and-codes.

The policy is intended to ensure that proper reporting,
approval and disclosure processes are in place for all
transactions between the Company and its related
parties. All contracts, arrangements or transactions
entered into during the year with related parties
were on arm''s length basis and in the ordinary course
of business and in compliance with the applicable
provisions of the Act and the SEBI Listing Regulations.
None of the contract, arrangement or transaction
with any of the related parties was in conflict with the
interest of the Company.

Since all the transactions with related parties during
the year were on arm''s length basis and in the ordinary
course of business, the disclosure of related party
transactions as required under Section 134(3)(h) of the
Act in Form AOC-2 is not applicable for FY 2025-26. There
was no material related party transaction entered by
the Company during the year under review.

Necessary approvals, including an omnibus approval
of an audit committee were obtained in respect of
all related transactions entered into by the Company
during the aforesaid period. In terms of Ind AS - 24,
details of related party transactions entered into by
the Company have been disclosed in the notes to the
standalone and consolidated financial statements
forming part of this report.

19. RISK MANAGEMENT

The Company recognizes that effective risk
management is fundamental to the achievement
of its strategic and long-term objectives, enabling
it to identify and capitalize on opportunities while
proactively managing the risks inherent in its business.

The Board has constituted a Risk Management
Committee to assess risks, prioritize key threats,
approve mitigation plans and review the risk
management policy.

The Company''s risk framework supports sustainable
business development, stakeholder confidence and
informed decision-making across business areas.
Business leaders remain responsible for identifying
and managing risks within approved thresholds.

The Company promotes risk awareness through an
integrated governance and reporting framework,
enabling timely mitigation of threats and identification
of business opportunities.

Shiprocket has a risk management policy and
framework in place to identify, assess and mitigate
risks appropriately in terms of the provisions of
Regulation 17 of the Listing Regulations. The Policy is
available on the website of the Company at https://
www.shiprocket.in/investor-relations/corporate-
governance/#policies-and-codes.

20. DEPOSITS

During the year under review, the Company has
not accepted any deposits in terms of Chapter V of
the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014. Accordingly, no
amount of deposit is outstanding as on the Balance
Sheet date.

21. PARTICULARS OF EMPLOYEES & THEIR
DISCLOSURES

The statement containing the names and other
particulars of employees in accordance with the
provisions of Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
(as amended), is given in "Annexure-III", forming part
of this Report.

The statement containing the names and other
particulars of employees in accordance with the
provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 (as amended), is available with the Company.
In terms of provisions of Section 136 of the Act, any
member intends to obtain a copy of the said details
may write to the Company Secretary.

22. HUMAN RESOURCES AND EMPLOYEE RELATIONS/
DEVELOPMENT

The Company regards its employees as its most
valuable asset and the principal driver of its growth.
The Company remains committed to fostering an
inclusive, merit-based and performance-oriented
work environment that nurtures innovation, learning
and professional development at every level. A
detailed discussion on human resources and people
initiatives forms part of the Management Discussion
and Analysis Report annexed to this Report.

23. PREVENTION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE ["POSH"]

The Company is firmly committed to providing a safe,
respectful and inclusive work environment that is

free from discrimination and harassment of any kind,
including sexual harassment. The Company has in
place a Policy on Prevention of Sexual Harassment,
framed in accordance with the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules thereunder,
and has duly constituted an Internal Complaints
Committee to redress complaints. All permanent,
contractual, temporary and trainee employees are
covered under the Policy.

The following is a summary of sexual harassment
complaints received and conclusively handled during
the year FY 2025-26:

24. COMPLIANCE WITH THE MATERNITY BENEFIT
ACT, 1961

The Company is in compliance of Maternity Benefit
Act, 1961 for the year under review.

25. PARTICULARS OF LOAN AND ADVANCES,
GUARANTEES AND INVESTMENTS

Particulars of loans and advances given, investments
made or guarantees given or security provided as per
the provisions of Section 186 of the Act form part of
Note no. 6 and 34 to the financial statements provided
in the Annual Report.

26. DOWNSTREAM INVESTMENT

The Company is in compliance with applicable laws
regarding downstream investment as per Foreign
Exchange Management (Non-debt Instruments) Rules,
2019, issued by Reserve Bank of India ("RBI") and
has obtained requisite certificate from the statutory
auditors in this regard.

During the period under review, the Company has
made Downstream Investment of Rs. 1,00,000/-
(Rupees One Lakh Only) with Logitrust Freight Services
Private Limited by subscribing 10,000 Equity Shares of
face value of Rs. 10 each in following manner:

- 9,999 Equity Shares of Rs. 10 each in the name of
Shiprocket Limited

- 1 Equity Share of Rs. 10 each by Mr. Saahil Goel
on behalf of M/s Shiprocket Limited

27. AUDITORS AND AUDITORS'' REPORTSi. STATUTORY AUDITORS

As approved by the Shareholders at the 10^th
Annual General Meeting ("AGM") of the Company
held on November 30, 2021, M/s. S.R. Batliboi
& Associates LLP, Chartered Accountants (ICAI
Firm Registration Number 101049W/E300004),
were appointed as the Statutory Auditors of the
Company for a further term of 5 (five) years, to
hold office from the conclusion of the ensuing
AGM until the conclusion of the 15^th AGM.
Accordingly, their term of office is due to expire
at the conclusion of the ensuing AGM.

In view of the expiry of the term of M/s. S.R.
Batliboi & Associates LLP, the Board of Directors,
at its Meeting held on September 07, 2026,
approved the appointment of M/s. B S R & Co.
LLP, Chartered Accountants (Firm Registration
No. 101248W/W-100022), as the Statutory
Auditors of the Company for a term of 5 (five)
consecutive years, from FY 2026-27 to FY 2030¬
31, to hold office from the conclusion of the
ensuing AGM until the conclusion of the AGM to
be held for FY 2030-31, subject to the approval
of the Shareholders at the ensuing AGM. M/s.
B S R & Co. LLP have confirmed their eligibility
and consent to act as Statutory Auditors in
accordance with the provisions of Section 141 of
the Companies Act, 2013.

M/s. S.R. Batliboi & Associates LLP, Chartered
Accountants, have issued an unmodified opinion
and have not made any qualification, reservation,
adverse remark or disclaimer in their Audit Report
on the audited standalone and consolidated
financial statements of the Company for the
financial year ended March 31,2026.

Further, the Statutory Auditors have not
reported any fraud under Section 143(12) of the
Companies Act, 2013. Accordingly, no disclosure
is required to be made under Section 134(3)(ca)
of the Act.

ii. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with provisions of
Regulation 24A(1)(a) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations,
2015, the Board of Directors of the Company
has appointed M/s. DMK Associates, Company
Secretaries, as Secretarial Auditor to undertake

an audit of secretarial and related records of
the Company for the financial year ended on
March 31, 2026. The report of the Secretarial
Auditor is self-explanatory and does not contain
any qualification or reservation or observation
or adverse remark or disclaimer which requires
separate clarification or explanation or comments
from the Board of Directors of the Company and
is annexed as "Annexure-IV".

iii. INTERNAL AUDITOR

M/s S S Kothari Mehta & Co., LLP Chartered
Accountants were appointed as the Internal
Auditor of the Company for the period of 5 years
with effect from 2024-25 till 2028-29.

The Internal Audit Report for FY 2025-26 does not
contain any qualifications, reservations, adverse
remarks, or disclaimers. The information referred
to in the Auditor''s Report is self-explanatory and
does not call for any further comments.

28. INTERNAL FINANCIAL CONTROLS AND THEIR
ADEQUACY

The Company has in place internal control systems
that are commensurate with the size, scale and
complexity of its operations. These systems are
designed to ensure the orderly and efficient conduct
of business, safeguarding of assets, prevention
and detection of frauds and errors, accuracy and
completeness of accounting records, and the timely
preparation of reliable financial information.

The Company has established standards, policies
and processes for internal financial control across
the organization, which are adequate and operating
effectively.

The internal financial control system over financial
reporting ensures that transactions are authorized,
recorded and reported correctly and in a timely
manner, and complies with applicable accounting
standards. Details are included in the Management
Discussion and Analysis Report forming part of this
Report.

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In accordance with Section 177 of the Companies
Act, 2013 and Regulation 22 of the SEBI Listing
Regulations, the Company has established a robust
vigil mechanism through its Whistle Blower Policy,
enabling Directors, employees, vendors, customers
and other stakeholders of the Company and its
subsidiaries to report, in good faith, any instance
of unethical behaviour, actual or suspected fraud,
or violation of the Company''s Code of Conduct or
applicable law. The mechanism provides adequate
safeguards against victimization of persons who avail
of it, and affords direct access to the Chairperson of
the Audit Committee in appropriate or exceptional
cases.

The Policy is available at https://www.shiprocket.in/
investor-relations/corporate-governance/#policies-
and-codes. Whistle blower complaints and status
updates are periodically placed before the Audit
Committee for review.

30. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

Details required under Section 134(3)(m) of the Act
read with Rule 8 of the Companies (Accounts) Rules,
2014 are set out below:

A. CONSERVATION OF ENERGY

Though business operations of the Company
are not energy intensive, the Company, being a
responsible corporate citizen, makes conscious
efforts to reduce its energy consumption.

Some of the initiatives undertaken by the
Company on a continuous basis to address
environmental issues and focus on a responsible
and sustainable business growth, including
during the year under review, are listed below:

1. Energy-efficient Infrastructure: The

Company utilizes LED lighting, energy
efficientequipment includingairconditioning
systems, display of energy-conservation
awareness signage near electrical switches
across its premises to minimize electricity
consumption and reduce the carbon
footprint of its operations.

2. Automated Energy Management: To

avoid energy wastage, the Company has
installed automatic sensor-based lighting
systems to ensure that all non-essential
electrical systems such as air conditioners
and lighting are turned off outside of
working hours through automated and
monitored protocols.

3. Optimization of inventory storage: To

reduce the distance travelled by a shipment
and its fuel-linked emissions, the Company

has optimized placement of inventory
across a multi-city fulfillment network,
thereby reducing the distance travelled
by delivery vehicles and associated fuel
consumption.

B. TECHNOLOGY ABSORPTIONi. The efforts made towards technology
absorption:

Shiprocket being a technology-driven
organization is committed to using
technology to transform every aspect of
our business, ensuring a seamless and
exceptional experience for all stakeholders.

Below are some of the initiatives which
have been taken in the past year driving
technology adoption:

1. Strengthened AI-based courier-
allocation engine: The Company
continued to strengthen its proprietary
technology platform, which enables
e-retailers to manage order fulfilment,
shipping and tracking through a single,
integrated interface across multiple
courier partners.

2. Digitized HR onboarding &
interaction tool: Continued adoption
of digital tools for HR onboarding
and for compliance monitoring,
reducing dependence on paper-based
processes and TAT for employee
grievances.

3. E-waste disposal via CPCB
authorized vendor: Engaged with
Central Pollution Control Board
(CPCB)-authorized vendors for secure,
compliant disposal of e-waste and
destruction of data on end-of-life IT
assets.

Below are some of the key Research and
Development that happened during the
year:

1. AI based voice agents to reduce

non-deliveries: Ongoing efforts to
develop multi-lingual voice agent
for reduction in non-deliveries and
RTO by engaging with customers
without manual intervention, thereby
increasing chances of delivery, leading
to a reduced RTO-linked fuel-emission.

2. Generative Engine Optimization:

To enhance visibility of SMBs and
D2C brands on AI search engines, the
Company has put efforts in developing
self-serve AI tools to help brands in
assessing and enhancing their visibility
in related AI searches.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

i. Foreign exchange earnings: Rs. 3,57,78,668

ii. Foreign exchange outgo: Rs. 58,86,89,758

31. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013,

in relation to the Annual Financial Statements for FY

2025-26, the Directors confirm that:

a) The Financial Statements of the Company
comprising the Balance Sheet as at March 31,
2026 and the Statement of Profit & Loss for the
year ended on that date, have been prepared on
a going concern basis;

b) In the preparation of these Financial Statements,
the applicable accounting standards had been
followed and there are no material departures;

c) Accounting policies selected were applied
consistently and the judgments and estimates
related to the financial statements have been
made on a prudent and reasonable basis, so as
to give a true and fair view of the state of affairs
of the Company as at March 31,2026, and of the
Profit of the Company for the year ended on that
date;

d) Proper and sufficient care has been taken for
maintenance of adequate accounting records
in accordance with the provisions of the Act,
to safeguard the assets of the Company and
for preventing and detecting fraud and other
irregularities;

e) Requisite Internal financial controls were laid
down and that such financial controls are
adequate and operating effectively; and

f) Proper systems have been devised to ensure
compliance with the provisions of all applicable
laws and such systems are adequate and
operating effectively.

32. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for

Prevention of Insider Trading under the Securities

and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, as amended, available
at https://www.shiprocket.in/investor-relations/

corporate-governance/#policies-and-codes.

Violations of the Code, if any, are reported to the Audit
Committee periodically for review and necessary
action.

33. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

Management Discussion and Analysis Report for
FY 2025-26, as stipulated under Regulation 34 of
the SEBI Listing Regulations, is annexed separately
forming part of this Report.

34. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations, the Business Responsibility &
Sustainability Report ("BRSR"), covering the Company''s
environmental, social and governance initiatives,
forms a separate section of this Annual Report. During
FY 2025-26, the BRSR provisions under the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 were not applicable to the
Company. However, the Company has voluntarily
presented the BRSR as a matter of good governance
and transparency.

35. CORPORATE GOVERNANCE

Pursuant to the applicable provisions of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), the
Corporate Governance Report forms a separate
section of this Annual Report. During FY 2025-26, the
provisions relating to Corporate Governance under
the SEBI Listing Regulations were not applicable to
the Company. However, the Company has voluntarily
presented the Corporate Governance Report as
a matter of good governance, transparency and
accountability.

The certificate from DMK Associates, Practicing
Company Secretaries, confirming the compliance with
the conditions of the Corporate Governance stipulated
in Para E of Schedule V of Listing Regulations is also
annexed to the said Corporate Governance Report.

36. OTHER DISCLOSURE

In terms of the applicable provisions of the Act and
SEBI Listing Regulations, the Company provides
following additional disclosures as on March 31,2026:

• No equity shares with differential rights as to
dividend, voting or otherwise have been issued

• No sweat equity shares have been issued

• No buyback of shares has been undertaken

• None of your Directors have received any
remuneration or commission from any subsidiary
of the Company

• Requirement of one-time settlement with banks
or financial institutions was not applicable

• No amount or shares were required to be
transferred to the Investor Education and
Protection Fund

• The Company has complied with the provisions
of the applicable secretarial standards issued by
the Institute of Company Secretaries of India

• Entire share capital of the Company has been
dematerialized

• No application was required to be made by or
against the Company and no proceeding is
pending under the Insolvency and Bankruptcy
Code, 2016

• No significant and material order was passed by
the regulators or courts or tribunals impacting
the going concern status and the Company''s
future operations

37. CAUTIONARY STATEMENT

Certain statements in this Report and in the
Management Discussion and Analysis Report
describing the Company''s objectives, projections,
estimates, expectations or predictions may constitute
"forward-looking statements" within the meaning
of applicable securities laws and regulations. These
statements are based on certain assumptions and
expectations of future events, and actual results
could differ materially from those expressed or
implied. Important factors that could influence the
Company''s operations include economic conditions
affecting demand and supply, price conditions in the
markets in which the Company operates, changes in
government regulations, tax laws and other statutes,
and other incidental factors. The Company assumes
no responsibility to publicly amend, modify or revise
any forward-looking statement on the basis of any
subsequent development, information or event.

38. SECRETARIAL STANDARDS

During FY 2025-26, the Company has complied with
the applicable provisions of the Secretarial Standards
(SS-1 and SS-2) relating to ''Meetings of the Board
of Directors'' and ''General Meetings'' issued by the
Institute of Company Secretaries of India and notified
by Ministry of Corporate Affairs in terms of the
provisions of Section 118 of the Act.

39. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere and
heartfelt appreciation for the continued trust,
support and cooperation extended by the Company''s
Members, customers, sellers, channel and courier
partners, bankers, financial institutions, investors
and business associates. Your Directors gratefully
acknowledge the guidance and support received
from the Securities and Exchange Board of India, the
Stock Exchanges, the Ministry of Corporate Affairs,
the Reserve Bank of India and other regulatory and
government authorities.

Your Directors further wish to place on record their
profound appreciation of the dedication, commitment
and professionalism of the employees of the Company
and its subsidiaries at all levels, whose collective
efforts have been instrumental to the Company''s
progress during this landmark year of transition to a
listed entity.