అకౌంట్స్ గమనికలుShiprocket Ltd.
p) Provisions and Contingent liabilities
Provisions
Provisions are recognised when the Company has 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 Standalone 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 liability is a possible obligation that arises
from past events and the existence of which will be
confirmed only by the occurrence or non-occurrence
of one are more uncertain future events not wholly
within the control of the Company, 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.
A financial instrument is any contract that gives rise to
a financial asset of one entity and a financial liability or
equity instrument of another entity.
The Company classified its financial assets in the
following measurement categories :-
⢠Those to be measured subsequently at fair
value (either through other comprehensive
income or through profit & loss)
⢠Those measured at amortized cost
Initial recognition and measurement:
Financial assets are initially measured at fair value
except for Trade receivables which are initially
measured at transaction price. Transaction costs
that are directly attributable to the acquisition
or issue of financial assets (other than financial
assets at fair value through profit or loss) are
added to or deducted from the fair value of
the financial assets, as appropriate, on initial
recognition.
Transaction costs directly attributable to the
acquisition of financial assets at fair value through
profit or loss are recognised immediately in the
Standalone statement of profit or loss.
For purposes of subsequent measurement,
financial assets are classified in three categories:
(i) At amortized cost
(ii) At fair value through other comprehensive
income ("FVTOCI")
(iii) At fair value through profit or loss ("FVTPL")
At amortized cost
A ''debt instrument'' is measured at the amortized cost
if the asset is held within a business model whose
objective is to hold assets for collecting contractual
cash flows and the asset''s contractual cash flows
represent Sole Payment of Principaland Interest
("SPPI") This category is the most relevant to the
Company. After initial measurement, such financial
assets are subsequently measured at amortized
cost using the elective interest rate ("EIR") method.
Amortized cost is calculated by taking into account any
discount or premium on acquisition and fees or costs
that are an integral part of the EIR. EIR is the rate that
exactly discount the estimated future cash receipts
over the expected life of the financial instrument or
a shorter period, where appropriate to the gross
carrying amount of financial assets. When calculating
the EIR the Company estimate the expected cash flow
by considering all contractual terms of the financial
instruments. The EIR amortization is included in
finance income in the Standalone statement of
profit or loss. The losses arising from impairment
are recognized in the Standalone statement of profit
or loss. This category generally applies to trade and
other receivables.
A financial assets is subsequently measured at FVTOCI
if it is held within a business model whose objective
is achieved by both collecting contractual cash flows
and selling financialassets and contractual terms
of the financial assets give rise on specified date to
cash flows that are SPPI on the principal amount
outstanding. All equity investments in scope of Ind
AS 109 are measured at fair value. The Company
has made an irrevocable election to present in other
comprehensive income all subsequent changes in the
fair value. The Company makes such election on an
instrument-by-instrument basis. The classification is
made on initial recognition and is irrevocable. If the
Company decides to classify an equity instrument
as at FVTOCI, then all fair value changes on the
instrument, excluding dividends, are recognized in the
OCI. There is no recycling of the amounts from OCI to
profit and loss, even on sale of investment. However,
the Company may transfer the cumulative gain or loss
within equity. Equity instruments included within the
FVTPL category are measured at fair value with all
changes recognized in the Standalone statement of
profit and loss.
FVTPL is a residual category. Any financial instrument,
which does not meet the criteria for amortized cost or
FVTOCI, is classified as at FVTPL.
Derecognition
The Company derecognizes a financial asset when the
contractual rights to the cash flows from the financial
asset expire or it transfers the financial asset and the
transfer qualifies for derecognition under Ind AS 109.
Impairment of financial assets:
In accordance with Ind AS 109, the Company applies
expected credit losses ("ECL") model for measurement
and recognition of impairment loss on the following
financial asset and credit risk exposure:
⢠Financial assets measured at amortized cost;
⢠Financial assets measured at fair value through
other comprehensive income (FVTOCI);
The Company follows "simplified approach" for
recognition of impairment loss allowance on trade
receivables. Under the simplified approach, the
Company does not track changes in credit risk. Rather,
it recognizes impairment loss allowance based on
lifetime ECLs at the time of initial revenue recognition.
The Company uses a provision matrix to determine
impairment loss allowance on the portfolio of trade
receivables. The provision matrix is based on the
historically observed default rates over the expected
life of various categories of trade receivables and these
are updated and changed based on forward looking
estimates at every reporting date. For recognition of
impairment loss on other financial assets and risk
exposure, the Company determines whether there
has been a significant increase in the credit risk since
initialrecognition. If credit risk has not increased
significantly, 12-month ECL is used to provide for
impairment loss. However, if credit risk has increased
significantly, lifetime ECL is used. If, in subsequent
period, credit quality of the instrument improves such
that there is no longer a significant increase in credit
risk since initial recognition, then the Company reverts
to recognizing impairment loss allowance based on
12 months ECL.
(ii) Financial liabilitiesInitial recognition and measurement
Financial liabilities are classified at initial
recognition as financial liabilities at fair value
through profit or loss, loans and borrowings, and
payables, net of directly attributable transaction
costs. The Company''s financial liabilities include
loans and borrowings including bank overdraft,
trade payable, trade deposits, retention money
and other payables. The measurement of
financial liabilities depends on their classification,
as described below:
These amounts represents liabilities for goods
and services provided to the Company prior
to the end of financial year which are unpaid.
The amounts are unsecured. Trade and other
payables are presented as current liabilities
unless payment is not due within 12 months
after the reporting period.
Financial liabilities at fair value through
profit or loss
Financial liabilities at fair value through profit or
loss include financial liabilities held for trading
and financial liabilities designated upon initial
recognition as at fair value through profit or
loss. Financial liabilities are classified as held for
trading if they are incurred for the purpose of
repurchasing in the near term. Gains or losses
on liabilities held for trading are recognised in the
Standalone statement of profit and loss. Financial
liabilities designated upon initial recognition at
fair value through profit or loss are designated
as such at the initial date of recognition, and only
if the criteria in Ind AS 109 are satisfied.
Provision for Default Loss arrangements
Default Loss arrangements entered by the
Company are those contracts that require a
payment to be made to reimburse the Non¬
Banking Financialcompanies (NBFCs)/Lending
Partners for a loss it incurs because the specified
merchant fails to make a payment when due
in accordance with the terms of arrangement.
Provision for Default Loss are recognised based
on the assessment of potential credit losses as
per the requirements of Ind AS 109.
After initialrecognition, interest-bearing loans
and borrowings are subsequently measured at
amortised cost using the effective interest rate
("EIR") method. Gains and losses are recognised
in the statement of profit or loss when the
liabilities are derecognised as well as through
the EIR amortization process. Amortised cost is
calculated by taking into account any discount or
premium on acquisition and fees or costs that are
an integral part of the EIR. The EIR amortization
is included as finance costs in the Standalone
statement of profit and loss.
A financial liability (or a part of a financial liability)
is derecognized from the Company''s Balance
Sheet when the obligation specified in the
contract is discharged or cancelled or expires.
Offsetting of financial instruments
Financial assets and financial liabilities are
offset and the net amount is reported in the
Standalone Balance Sheet if there is a currently
enforceable legal right to offset the recognised
amounts and there is an intention to settle on
a net basis, to realise the assets and settle the
liabilities simultaneously.
r) Cash and cash equivalents and other bank balance
Cash and cash equivalents in the Standalone Balance
Sheet comprise cash at banks and on hand and
short term deposits with an original maturity of three
months or less, which are subject to an insignificant
risk of changes in value. For the purpose of the
Standalone Statement of Cash Flows, cash and cash
equivalents consist of cash and short-term deposits,
as defined above, net off bank overdrafts.
The Company has created an Employee Stock Option
Plan Trust (ESOP Trust). The Company uses ESOP trust
as a vehicle for distributing shares to employees under
the employee stock option schemes. The Company
treats ESOP trust as its extension and shares held by
ESOP trust are treated as treasury shares.
Own equity instruments that are held by the trust
are recognised at cost and deducted from equity. No
gain or loss is recognised in the Standalone statement
of profit and loss on the purchase, sale, issue or
cancellation of the Company''s own equity instruments.
Any difference between the carrying amount and
the consideration, if reissued, is recognised in the
other equity.
t) Events occurring after the balance sheet date
Based on the nature of the event, the Company
identifies the events occurring between the balance
sheet date and the date on which the Standalone
financial statements are approved as ''Adjusting Event''
and ''Non-adjusting event''. Adjustments to assets and
liabilities are made for events occurring after the
balance sheet date that provide additional information
materially affecting the determination of the amounts
relating to conditions existing at the balance sheet
date or because of statutory requirements or because
of their special nature. For non-adjusting events, the
Company may provide a disclosure in the Standalone
financial statements considering the nature of the
transaction.
u) Exceptional items (loss)/gain
Exceptional items refer to items of income or expense
within the Standalone Statement of Profit and Loss
from ordinary activities which are non-recurring
and are of such size, nature or incidence that their
separate disclosure is considered necessary to
explain the performance of the Company.
v) Impairment of non-financial assets
The Company assesses, at each reporting date,
whether there is an indication that an asset may be
impaired. If any indication exists, or when annual
impairment testing for an asset is required, the
Company estimates the asset''s recoverable amount.
An asset''s recoverable amount is the higher of an
asset''s or cash-generating unit''s (CGU) fair value less
costs of disposal and its value in use. Recoverable
amount is determined for an individual asset, unless
the asset does not generate cash inflows that are
largely independent of those from other assets or
Company of assets. When the carrying amount of an
asset or CGU exceeds its recoverable amount, the
asset is considered impaired and is written down to
its recoverable amount.
In assessing value in use, the estimated future cash
flows are discounted to their present value using a
pre-tax discount rate that reflects current market
assessments of the time value of money and the
risks specific to the asset. In determining fair value
less costs of disposal, recent market transactions are
taken into account. If no such transactions can be
identified, an appropriate valuation model is used.
These calculations are corroborated by valuation
multiples, quoted share prices for publicly traded
companies or other available fair value indicators.
The Company bases its impairment calculation on
detailed budgets and forecast calculations, which are
prepared separately for each of the Company''s CGUs
to which the individual assets are allocated. These
budgets and forecast calculations generally cover a
period of ten years. For longer periods, a long-term
growth rate is calculated and applied to project future
cash flows after the tenth year. To estimate cash flow
projections beyond periods covered by the most
recent budgets/forecasts, the Company extrapolates
cash flow projections in the budget using a steady or
declining growth rate for subsequent years, unless
an increasing rate can be justified. In any case, this
growth rate does not exceed the long-term average
growth rate for the products, industries, or country
or countries in which the entity operates, or for the
market in which the asset is used.
Impairment losses are recognised in the Standalone
statement of profit and loss.
For assets excluding goodwill, an assessment is made
at each reporting date to determine whether there is
an indication that previously recognised impairment
losses no longer exist or have decreased. If such
indication exists, the Company estimates the asset''s
or CGU''s recoverable amount. A previously recognised
impairment loss is reversed only if there has been a
change in the assumptions used to determine the
asset''s recoverable amount since the last impairment
loss was recognised. The reversal is limited so that
the carrying amount of the asset does not exceed its
recoverable amount, nor exceed the carrying amount
that would have been determined, net of depreciation,
had no impairment loss been recognised for the
asset in prior years. Such reversal is recognised in the
Standalone statement of profit and loss unless the
asset is carried at a revalued amount, in which case,
the reversal is treated as a revaluation increase.
The Company applied for the first-time certain
standards and amendments, which are effective
for annual periods beginning on or after April
1, 2025. The Company has not early adopted
any standard, interpretation or amendment
that has been issued but is not yet effective.
Key amendments relevant to the Company are
summarised below:
(i) Amendments to Ind AS 1 - Classification of
Liabilities as Current or Non-current and Non¬
current Liabilities with Covenants
In August 2025, the MCA notified amendments
to paragraphs 69 to 76 of Ind AS 1 to specify the
requirements for classifying liabilities as current
or non-current. The amendments clarify:
⢠What is meant by a right to defer settlement,
⢠That a right to defer must exist at the end of
the reporting period,
⢠That classification is unaffected by the
likelihood that an entity will exercise its
deferral right, and
⢠That only if an embedded derivative
in a convertible liability is itself an
equity instrument would the terms of
a liability not impact its classification.
In addition, a requirement has been
introduced to require disclosure when a
liability arising from a loan agreement is
classified as non-current and the entity''s
right to defer settlement is contingent on
compliance with future covenants within
twelve months.
I f there is a breach of a material covenant of a
long term loan arrangement on or before the end
of the reporting period, resulting in the liability
becoming payable on demand as at the reporting
date, and the lender agrees, after the reporting
period but before the financial statements are
approved for issue, not to demand repayment
for at least 12 months as a consequence of the
breach, this shall be treated as an adjusting event.
The amendments are effective for annual
reporting periods beginning on or after April 1,
2025 retrospectively in accordance with Ind AS 8.
The Company has evaluated the above
amendments and determined that these
amendments do not have an impact on the
classification or presentation of liabilities in the
Company''s Standalone financial statements.
(ii) Amendments to Ind AS 7 and Ind AS 107 -
Supplier Finance Arrangements
In August 2025, the MCA notified amendments to
Ind AS 7 Statement of Cash Flows and Ind AS 107
Financial Instruments: Disclosures to clarify the
characteristics of supplier finance arrangements
and require additional disclosure of such
arrangements. The disclosure requirements in
the amendments are intended to assist users of
financial statements in understanding the effects
of supplier finance arrangements on an entity''s
liabilities, cash flows and exposure to liquidity risk.
The amendments are effective for annual
periods beginning on or after April 1, 2025.
The Company has evaluated the above
amendments and determined that these
amendments do not have an impact on the
Company''s Standalone financial statements.
(iii) Ind AS 12 - International Tax Reform: Pillar
Two ModelRules. In August 2025, the MCA
notified amendments to Ind AS 12 Income Taxes
in response to the OECD''s BEPS Pillar Two rules
and include:
⢠A mandatory temporary exception to the
recognition and disclosure of deferred
taxes arising from the jurisdictional
implementation of the Pillar Two model
rules; and
⢠Disclosure requirements for affected
entities to help users of the financial
statements better understand an entity''s
exposure to Pillar Two income taxes arising
from that legislation, particularly before its
effective date.
The mandatory temporary exception - the
use of which is required to be disclosed -
applies immediately. The remaining disclosure
requirements apply for annual reporting periods
beginning on or after April 1,2025, but not for any
interimperiodsendingonorbefore31 March2026.
The amendments have no impact on the
Company''s Standalone financial statements as
the Company is not in scope of the Pillar Two
model rules.
(iv) Amendments to Ind AS 21 -Lack of exchangeability
The Ministry of Corporate Affairs (MCA) notified
the Companies (Indian Accounting Standards)
Amendment Rules, 2025, which amend Ind AS
21, The Effects of Changes in Foreign Exchange
Rates to specify how an entity should assess
whether a currency is exchangeable and how it
should determine a spot exchange rate when
exchangeability is lacking. The amendments
also require disclosure of information that
enables users of its financial statements
to understand how the currency not being
exchangeable into the other currency affects,
or is expected to affect, the entity''s financial
performance, financial position and cash flows.
The amendmentsareeffectiveforannualreporting
periods beginning on or after April 1, 2025.
The Company has evaluated the amendments
and determined that there are no transactions
or balances in the Company that involve a lack
of exchangeability. Accordingly, the amendments
have no impact on the Company''s Standalone
financial statements.
2.4 Amendments to Ind AS issued but not yet
effective
The new and amended standards that are notified by
the Ministry of Corporate Affairs (MCA), but not yet
effective, up to the date of issuance of the Company''s
Standalone financial statements are disclosed below.
The Company will adopt these new and amended
standards, when they become effective.
(i) Amendments to Ind AS 1 - Classification
of Liabilities as Current or Non-current
and Non-current Liabilities with Covenants
In accordance with Ind AS 1 currently applicable,
breach of an immaterial covenant is ignored
deciding in current vs. non-current classification
of liabilities. Also, in case of breach of a material
covenant of a non-current loan on or before the
reporting date, the entity can obtain waiver from
the lender after the reporting date and continue
to classify the loan as non-current liability.
In accordance with changes to Ind AS 1 already
notified by the MCA, the above relaxations to
classify loan as non-current liability will not be
available from FY 2026-27 onward and need to
be applied retrospectively. Consequently:
- A breach of either material or immaterial
covenant will trigger current classification of
liability.
- To continue classifying loan as non-current
liability, entities will needto obtain waiver from
the breach on or before the reporting date.
The Company does not expect any
material impact on its Standalone financial
statements.
Footnote (i): The above amount includes advance of Rs. 687.83 millions as at March 31, 2026 (March 31, 2025 -
Rs. 851.18 millions) for business consultancy services.
Footnote (ii): The Company has incurred an expenditure of Rs. 275.14 millions as at March 31,2026 (March 31,2025 -
Rs. 54.71 millions) towards proposed initial public offer which has been classified as ''other current assets''. The company
expects to recover certain amount from existing shareholders (as per the offer agreement) and balance amount would
be adjusted against securities premium account in accordance with section 52 of the Companies Act, 2013 upon the
shares being issued.
Footnote (i): The Group has created an ESOP Trust for providing share based payments to its employees. The Company
treats the trust as its extension and shares held by trust are treated as treasury shares. Own equity instruments that
are reacquired (treasury shares) are recognized at cost and deducted from Equity share capital.
As at April 1, 2025, the ESOP Trust held 62,613 equity shares of the Holding Company amounting to Rs. 0.63 million.
1,651 equity shares were transferred to employees during the year before the record date of bonus pursuant to
exercise of vested stock options. On November 14, 2025, the Holding Company issued bonus shares to its equity
shareholders in the ratio of 265:1. Accordingly, the ESOP Trust received additional 16,154,930 bonus equity shares in
respect of the shares held by it. Out of the total shares held by the ESOP Trust as at November 14, 2025, 8,626,114
(c) Terms/ rights attached to Equity shares
The Company has only one class of Equity shares having par value of Rs.10 per share. Each holder of Equity shares is
entitled to one vote per share. In the event of liquidation of the Company, the holders of Equity shares will be entitled
to receive remaining assets of the Company, after distribution of all preferential amount. The distribution will be in
proportion to the Equity shares held by the shareholders.
(d) Terms/ rights attached to Instruments entirely
equity in nature(i) 0.0001% Cumulative Compulsory Convertible
Preference Shares- Series A (Face Value- Rs. 10)
- Series A CCCPS may at any time be, fully or
partly converted into equity shares at the
sole option and discretion of the CCCPS
holder, at the rate of 1 (One) fully paid equity
share per 1 (One) Series A CCCPS.
- Series A CCCPS will carry voting rights pari-
passu with the equity shares, on an as-if
converted basis.
- Series A CCCPS shall have a maximum
maturity period of 19 (Nineteen) years from
the date of their issuance, on the expiry of
which, the series A CCCPS shall Cumulative
Compulsorily and automatically convert into
equity shares.
- The CCCPS shareholders have right to
receive dividend prior to equity share
holders. Series A CCCPS bears a cumulative
dividend rate of 0.0001% per annum. In
addition to the above, the holders of each
of the Series A CCCPS are entitled to such
proportionate dividends as distributed to
the other Shareholders of the Company,
determined on a fully diluted basis.
- In event of liquidation, each of the holders of
the Series A CCCPS will be entitled to receive
(in preference to any equity shareholder), an
amount equal to the higher of: (a) a pro rata
portion of the proceeds of the Liquidation
Event based on the shareholding of such
holder of Series A CCCPS in the Company
on a fully diluted basis; and (b) one times the
Subscription Price on each Series A CCCPS
held by such holder plus any declared but
unpaid dividends.
- During the year ended March 31, 2026,
the shareholders of the Company in
the Extraordinary GeneralMeeting held
on November 14, 2025 approved the
issuance of bonus shares in the ratio of
265:1 pursuant to which the Company has
issued bonus shares to the existing equity
shareholders with record date of November
15, 2025. Further, appropriate adjustments
to the conversion ratio of outstanding
Cumulative Compulsorily Convertible
Preference Shares (CCCPS) have been
made and the conversion ratio accordingly
stands adjusted to 266:1 i.e. 266 Equity
Shares of Rs. 10 each for every 1 CCCPS
held by such CCCPS holder, pursuant to
such bonus issuance. In furtherance to
these resolutions, pursuant to the approval
by shareholders of the Company in the
Extraordinary GeneralMeeting held on
November 14, 2025, The Board of Directors
of the Company in its meeting held on
February 17, 2026 approved the conversion
of all CCCPS into equity shares of face value
of Rs. 10 each and allotment of fully paid
up equity shares of the Company to the
existing holders of CCCPS, pursuant to and
upon conversion of such CCCPS.
- Accordingly, 90,781 nos. Series A CCCPS
of face value of Rs. 10 each have been
converted into 24,147,746 no''s Equity
shares of face value of Rs. 10 each during
the year ended March 31, 2026.
(ii) 0.0001% Cumulative Compulsory Convertible
Preference Shares- Series B (Face Value¬
Rs. 332.99)
- Series B CCCPS may at any time be, fully or
partly converted into equity shares at the
sole option and discretion of the CCCPS
holder, at the rate of 1 (One) fully paid equity
share per 1 (One) Series B CCCPS.
- Series B CCCPS will carry voting rights pari-
passu with the equity shares, on an as-if
converted basis.
- Series B CCCPS shall have a maximum
maturity period of 19 (Nineteen) years from
the date of their issuance, on the expiry of
which, the series B CCCPS shall Cumulative
Compulsorily and automatically convert into
equity shares.
- The CCCPS shareholders have right to
receive dividend prior to equity share
holders. Series B CCCPS bears a cumulative
dividend rate of 0.0001% per annum. In
addition to the above, the holders of each
of the Series B CCCPS are entitled to such
proportionate dividends as distributed to
the other Shareholders of the Company,
determined on a Fully Diluted Basis.
- In event of liquidation, each of the holders of
the Series B CCCPS will be entitled to receive
(in preference to any equity shareholder), an
amount equal to the higher of: (a) a pro rata
portion of the proceeds of the Liquidation
Event based on the shareholding of such
holder of Series B CCCPS in the Company on
a fully-diluted basis; and (b) one times the
Subscription Price on each Series B CCCPS
held by such holder plus any declared but
unpaid dividends.
- During the year ended March 31, 2026,
the shareholders of the Company in
the Extraordinary General Meeting held
on November 14, 2025 approved the
issuance of bonus shares in the ratio of
265:1 pursuant to which the Company has
issued bonus shares to the existing equity
shareholders with record date of November
15, 2025. Further, appropriate adjustments
to the conversion ratio of outstanding
Cumulative Compulsorily Convertible
Preference Shares (CCCPS) have been
made and the conversion ratio accordingly
stands adjusted to 266:1 i.e. 266 Equity
Shares of Rs. 10 each for every 1 CCCPS
held by such CCCPS holder, pursuant to
such bonus issuance. In furtherance to
these resolutions, pursuant to the approval
by shareholders of the Company in the
Extraordinary GeneralMeeting held on
November 14, 2025, The Board of Directors
of the Company in its meeting held on
February 17, 2026 approved the conversion
of all CCCPS into equity shares of face value
of Rs. 10 each and allotment of fully paid
up equity shares of the Company to the
existing holders of CCCPS, pursuant to and
upon conversion of such CCCPS.
- Accordingly, 191,845 nos. Series B CCCPS
of face value of Rs. 332.99 each have been
converted into 51,030,770 no''s Equity
shares of face value of Rs. 10 each during
the year ended March 31, 2026.
(iii) 0.0001% Cumulative Compulsory Convertible
Preference Shares - Series B1 (Face Value¬
Rs. 355)
- Series B1 CCCPS may at any time be, fully
or partly converted into equity shares at
the sole option and discretion of the CCCPS
holder, at the rate of 1 (One) fully paid equity
share per 1 (One) Series B1 CCCPS.
- Series B1 CCCPS will carry voting rights pari-
passu with the equity shares, on an as-if
converted basis.
- Series B1 CCCPS shall have a maximum
maturity period of 19 (Nineteen) years from
the date of their issuance, on the expiry of
which, the series B1 CCCPS shall Cumulative
Compulsorily and automatically convert into
equity shares.
- The CCCPS shareholders have right to
receive dividend prior to equity share
holders. Series B1 CCCPS bears a cumulative
dividend rate of 0.0001% per annum. In
addition to the above, the holders of each
of the Series B1 CCCPS are entitled to such
proportionate dividends as distributed to
the other Shareholders of the Company,
determined on a fully diluted basis.
- In event of liquidation, each of the holders of
the Series B1 CCCPS will be entitled to receive
(in preference to any equity shareholder), an
amount equal to the higher of: (a) a pro rata
portion of the proceeds of the Liquidation
Event based on the shareholding of such
holder of Series B1 CCCPS in the Company
on a fully diluted basis; and (b) one times the
Subscription Price on each Series B1 CCCPS
held by such holder plus any declared but
unpaid dividends.
- During the year ended March 31, 2024,
25,281 nos. Series B1 CCCPS of face value
of Rs. 355 (Rupees Three Hundred Fifty Five)
each have been converted into 25,281 no''s
Equity shares of face value of Rs. 10 (Rupees
Ten) each.
- During the year ended March 31, 2026,
the shareholders of the Company in
the Extraordinary GeneralMeeting held
on November 14, 2025 approved the
issuance of bonus shares in the ratio of
265:1 pursuant to which the Company has
issued bonus shares to the existing equity
shareholders with record date of November
15, 2025. Further, appropriate adjustments
to the conversion ratio of outstanding
Cumulative Compulsorily Convertible
Preference Shares (CCCPS) have been
made and the conversion ratio accordingly
stands adjusted to 266:1 i.e. 266 Equity
Shares of Rs. 10 each for every 1 CCCPS
held by such CCCPS holder, pursuant to
such bonus issuance. In furtherance to
these resolutions, pursuant to the approval
by shareholders of the Company in the
Extraordinary GeneralMeeting held on
November 14, 2025, The Board of Directors
of the Company in its meeting held on
February 17, 2026 approved the conversion
of all CCCPS into equity shares of face value
of Rs. 10 each and allotment of fully paid
up equity shares of the Company to the
existing holders of CCCPS, pursuant to and
upon conversion of such CCCPS.
- Accordingly, 443,100 nos. Series B1 CCCPS
of face value of Rs. 355 each have been
converted into 117,864,600 no''s Equity
shares of face value of Rs. 10 each during
the year ended March 31, 2026.
(iv) 0.0001% Cumulative Compulsory
Convertible Preference Shares - Series C1
(Face Value- Rs. 355)
- Series C1 CCCPS may at any time be, fully
or partly converted into equity shares at
the sole option and discretion of the CCCPS
holder, at the rate of 1 (One) fully paid equity
share per 1 (One) Series C1 CCCPS.
- Series C1 CCCPS will carry voting rights pari-
passu with the equity shares, on an as-if
converted basis.
- Series C1 CCCPS shall have a maximum
maturity period of 19 (Nineteen) years from
the date of their issuance, on the expiry of
which, the series C1 CCCPS shall Cumulative
Compulsorily and automatically convert into
equity shares.
- The CCCPS shareholders have right to
receive dividend prior to equity share
holders. Series C1 CCCPS bears a cumulative
dividend rate of 0.0001% per annum. In
addition to the above, the holders of each
of the Series C1 CCCPS are entitled to such
proportionate dividends as distributed to
the other Shareholders of the Company,
determined on a fully diluted basis.
- I n event of liquidation, each of the holders
of Series C1 CCCPS will be entitled to receive
(in preference to any equity shareholder), an
amount equal to the higher of: (a) a pro rata
portion of the proceeds of the Liquidation
Event based on the shareholding of such
holder of Series C1 CCCPS in the Company
on a fully diluted basis; and (b) one times the
Subscription Price on each Series C1 CCCPS
held by such holder plus any declared but
unpaid dividends.
- During the year ended March 31, 2024,
19,220 no''s Series C1 CCCPS of face value
of Rs. 355 (Rupees Three Hundred Fifty Five)
each have been converted into 19,220 no''s
Equity shares of face value of Rs. 10 (Rupees
Ten) each.
- During the year ended March 31, 2026,
the shareholders of the Company in
the Extraordinary General Meeting held
on November 14, 2025 approved the
issuance of bonus shares in the ratio of
265:1 pursuant to which the Company has
issued bonus shares to the existing equity
shareholders with record date of November
15, 2025. Further, appropriate adjustments
to the conversion ratio of outstanding
Cumulative Compulsorily Convertible
Preference Shares (CCCPS) have been
made and the conversion ratio accordingly
stands adjusted to 266:1 i.e. 266 Equity
Shares of Rs. 10 each for every 1 CCCPS
held by such CCCPS holder, pursuant to
such bonus issuance. In furtherance to
these resolutions, pursuant to the approval
by shareholders of the Company in the
Extraordinary General Meeting held on
November 14, 2025, The Board of Directors
of the Company in its meeting held on
February 17, 2026 approved the conversion
of all CCCPS into equity shares of face value
of Rs. 10 each and allotment of fully paid
up equity shares of the Company to the
existing holders of CCCPS, pursuant to and
upon conversion of such CCCPS.
- Accordingly, 227,033 nos. Series C1 CCCPS
of face value of Rs. 355 each have been
converted into 60,390,778 no''s Equity
shares of face value of Rs. 10 each during
the year ended March 31, 2026.
(v) 0.0001% Cumulative Compulsory
Convertible Preference Shares - Series C2
(Face Value- Rs. 355)
- Series C2 CCCPS may at any time be, fully
or partly converted into equity shares at
the sole option and discretion of the CCCPS
holder, at the rate of 1 (One) fully paid equity
share per 1 (One) Series C2 CCCPS.
- Series C2 CCCPS will carry voting rights pari-
passu with the equity shares, on an as-if
converted basis.
- Series C2 CCCPS shall have a maximum
maturity period of 19 (Nineteen) years from
the date of their issuance, on the expiry of
which, the series C2 CCCPS shall Cumulative
Compulsorily and automatically convert into
equity shares.
- The CCCPS shareholders have right to
receive dividend prior to equity share
holders. Series C2 CCCPS bears a cumulative
dividend rate of 0.0001% per annum. In
addition to the above, the holders of each
of the Series C2 CCCPS are entitled to such
proportionate dividends as distributed to
the other Shareholders of the Company,
determined on a fully diluted basis.
- In event of liquidation, each of the holders of
the Series C2 CCCPS will be entitled to receive
(in preference to any equity shareholder), an
amount equal to the higher of: (a) a pro rata
portion of the proceeds of the Liquidation
Event based on the shareholding of such
holder of Series C2 CCCPS in the Company
on a fully diluted basis; and (b) one times the
Subscription Price on each Series C2 CCCPS
held by such holder plus any declared but
unpaid dividends.
- During the year ended March 31, 2026,
the shareholders of the Company in
the Extraordinary GeneralMeeting held
on November 14, 2025 approved the
issuance of bonus shares in the ratio of
265:1 pursuant to which the Company has
issued bonus shares to the existing equity
shareholders with record date of November
15, 2025. Further, appropriate adjustments
to the conversion ratio of outstanding
Cumulative Compulsorily Convertible
Preference Shares (CCCPS) have been
made and the conversion ratio accordingly
stands adjusted to 266:1 i.e. 266 Equity
Shares of Rs. 10 each for every 1 CCCPS
held by such CCCPS holder, pursuant to
such bonus issuance. In furtherance to
these resolutions, pursuant to the approval
by shareholders of the Company in the
Extraordinary GeneralMeeting held on
November 14, 2025, The Board of Directors
of the Company in its meeting held on
February 17, 2026 approved the conversion
of all CCCPS into equity shares of face value
of Rs. 10 each and allotment of fully paid
up equity shares of the Company to the
existing holders of CCCPS, pursuant to and
upon conversion of such CCCPS.
- Accordingly, 94,968 nos. Series C2 CCCPS
of face value of Rs. 355 each have been
converted into 25,261,488 no''s Equity
shares of face value of Rs. 10 each during
the year ended March 31,2026.
(vi) 0.0001% Cumulative Compulsory
Convertible Preference Shares - Series C3
(Face Value- Rs. 355)
Series C3 CCCPS may at any time be, fully or
partly converted into equity shares at the sole
option and discretion of the CCCPS holder, at the
rate of 1 (One) fully paid equity share per 1 (One)
Series C3 CCCPS.
- Series C3 CCCPS will carry voting
rights pari-passu with the equity
shares, on an as-if converted basis.
- Series C3 CCCPS shall have a maximum
maturity period of 19 (Nineteen) years from
the date of their issuance, on the expiry of
which, the series C3 CCCPS shall Cumulative
Compulsorily and automatically convert into
equity shares.
- The CCCPS shareholders have right to
receive dividend prior to equity share
holders .The Series C3 CCCPS bears a
cumulative dividend rate of 0.0001%
per annum. In addition to the above, the
holders of each of the Series C3 CCCPS are
entitled to such proportionate dividends
as distributed to the other Shareholders of
the Company, determined on a fully diluted
basis.
- I n event of liquidation, each of the holders
of Series C3 CCCPS will be entitled to receive
(in preference to any equity shareholder), an
amount equal to the higher of: (a) a pro rata
portion of the proceeds of the Liquidation
Event based on the shareholding of such
holder of Series C3 CCCPS in the Company
on a fully diluted basis; and (b) one times the
Subscription Price on each Series C3 CCCPS
held by such holder plus any declared but
unpaid dividends.
- During the year ended March 31, 2026,
the shareholders of the Company in
the Extraordinary GeneralMeeting held
on November 14, 2025 approved the
issuance of bonus shares in the ratio of
265:1 pursuant to which the Company has
issued bonus shares to the existing equity
shareholders with record date of November
15, 2025. Further, appropriate adjustments
to the conversion ratio of outstanding
Cumulative Compulsorily Convertible
Preference Shares (CCCPS) have been
made and the conversion ratio accordingly
stands adjusted to 266:1 i.e. 266 Equity
Shares of Rs. 10 each for every 1 CCCPS
held by such CCCPS holder, pursuant to
such bonus issuance. In furtherance to
these resolutions, pursuant to the approval
by shareholders of the Company in the
Extraordinary General Meeting held on
November 14, 2025, The Board of Directors
of the Company in its meeting held on
February 17, 2026 approved the conversion
of all CCCPS into equity shares of face value
of Rs. 10 each and allotment of fully paid
up equity shares of the Company to the
existing holders of CCCPS, pursuant to and
upon conversion of such CCCPS.
- Accordingly, 81,395 nos. Series C3 CCCPS
of face value of Rs. 355 each have been
converted into 21,651,070 no''s Equity
shares of face value of Rs. 10 each during
the year ended March 31,2026.
(vii) 0.0001% Cumulative Compulsory
Convertible Preference Shares - Series D1
(Face Value- Rs. 355)
- Series D1 CCCPS may at any time be, fully
or partly converted into equity shares at
the sole option and discretion of the CCCPS
holder, at the rate of 0.50 (One-half) fully
paid equity share per 1 (One) Series D1
CCCPS.
- Series D1 CCCPS will carry voting rights pari-
passu with the equity shares, on an as-if
converted basis.
- Series D1 CCCPS shall have a maximum
maturity period of 19 (Nineteen) years from
the date of their issuance, on the expiry of
which, the series D1 CCCPS shall Cumulative
Compulsorily and automatically convert into
equity shares.
- The CCCPS shareholders have right to
receive dividend prior to equity share
holders. Series D1 CCCPS bears a cumulative
dividend rate of 0.0001% per annum. In
addition to the above, the holders of each
of the Series D1 CCCPS are entitled to such
proportionate dividends as distributed to
the other Shareholders of the Company,
determined on a fully diluted basis.
- I n event of liquidation, each of the holders
of the Series D1 CCCPS will be entitled
to receive (in preference to any equity
shareholder), an amount equal to the
higher of: (a) a pro rata portion of the
proceeds of the Liquidation Event based on
the shareholding of such holder of Series
D1 CCCPS in the Company on a fully diluted
basis; and (b) one times the Subscription
Price on each Series D1 CCCPS held by
such holder plus any declared but unpaid
dividends.
- During the year ended March 31, 2026,
the shareholders of the Company in
the Extraordinary General Meeting held
on November 14, 2025 approved the
issuance of bonus shares in the ratio of
265:1 pursuant to which the Company has
issued bonus shares to the existing equity
shareholders with record date of November
15, 2025. Further, appropriate adjustments
to the conversion ratio of outstanding
Cumulative Compulsorily Convertible
Preference Shares (CCCPS) have been
made and the conversion ratio accordingly
stands adjusted to 266:1 i.e. 266 Equity
Shares of Rs. 10 each for every 1 CCCPS
held by such CCCPS holder, pursuant to
such bonus issuance. In furtherance to
these resolutions, pursuant to the approval
by shareholders of the Company in the
Extraordinary GeneralMeeting held on
November 14, 2025, The Board of Directors
of the Company in its meeting held on
February 17, 2026 approved the conversion
of all CCCPS into equity shares of face value
of Rs. 10 each and allotment of fully paid
up equity shares of the Company to the
existing holders of CCCPS, pursuant to and
upon conversion of such CCCPS.
- Accordingly, 167,148 nos. Series D1 CCCPS
of face value of Rs. 355 each have been
converted into 22,230,684 no''s Equity
shares of face value of Rs. 10 each during
the year ended March 31, 2026.
(viii) 0.0001% Cumulative Compulsory
Convertible Preference Shares - Series E
(Face Value- Rs. 355)
- Series E CCCPS may at any time be, fully or
partly converted into equity shares at the
sole option and discretion of the CCCPS
holder, at the rate of 1 (One) fully paid equity
share per 1 (One) Series E CCCPS.
- Series E CCCPS will carry voting rights pari-
passu with the equity shares, on an as-if
converted basis.
- Series E CCCPS shall have a maximum
maturity period of 19 (Nineteen) years from
the date of their issuance, on the expiry of
which, the series E CCCPS shall Cumulative
Compulsorily and automatically convert into
equity shares.
- The CCCPS shareholders have right to
receive dividend prior to equity share
holders. Series E CCCPS bears a cumulative
dividend rate of 0.0001% per annum. In
addition to the above, the holders of each
of the Series E CCCPS are entitled to such
proportionate dividends as distributed to
the other Shareholders of the Company,
determined on a fully diluted basis.
- In event of liquidation, each of the holders of
the Series E CCCPS will be entitled to receive
(in preference to any equity shareholder), an
amount equal to the higher of: (a) a pro rata
portion of the proceeds of the Liquidation
Event based on the shareholding of such
holder of Series E CCCPS in the Company
on a fully diluted basis; and (b) one times the
Subscription Price on each Series E CCCPS
held by such holder plus any declared but
unpaid dividends.
- During the year ended March 31, 2026,
the shareholders of the Company in
the Extraordinary GeneralMeeting held
on November 14, 2025 approved the
issuance of bonus shares in the ratio of
265:1 pursuant to which the Company has
issued bonus shares to the existing equity
shareholders with record date of November
15, 2025. Further, appropriate adjustments
to the conversion ratio of outstanding
Cumulative Compulsorily Convertible
Preference Shares (CCCPS) have been
made and the conversion ratio accordingly
stands adjusted to 266:1 i.e. 266 Equity
Shares of Rs. 10 each for every 1 CCCPS
held by such CCCPS holder, pursuant to
such bonus issuance. In furtherance to
these resolutions, pursuant to the approval
by shareholders of the Company in the
Extraordinary GeneralMeeting held on
November 14, 2025, The Board of Directors
of the Company in its meeting held on
February 17, 2026 approved the conversion
of all CCCPS into equity shares of face value
of Rs. 10 each and allotment of fully paid
up equity shares of the Company to the
existing holders of CCCPS, pursuant to and
upon conversion of such CCCPS.
- Accordingly, 349,207 nos. Series E CCCPS
of face value of Rs. 355 each have been
converted into 92,889,062 no''s Equity
shares of face value of Rs. 10 each during
the year ended March 31,2026.
(ix) 0.0001% Cumulative Compulsory
Convertible Preference Shares - Series E1
(Face Value- Rs. 355)
- During the year ended March 31, 2023,
the Company issued fully paid up and
subscribed 74,641 no''s 0.0001% Cumulative
Compulsory Convertible Preference Shares
(CCCPS) - Series E1 of face value of Rs. 355
(Rupees Three Hundred Fifty Five) each at
a premium of Rs. 33,673.48 each to the
founders/promoters of Pickrr Technologies
Private Limited in lieu of purchase of their
stake in Pickrr Technologies Private Limited.
- Series E1 CCCPS may at any time be, fully
or partly converted into equity shares at
the sole option and discretion of the CCCPS
holder, at the rate of 0.78 (Zero point seven
eight) fully paid equity share per 1 (One)
Series E1 CCCPS.
- Series E1 CCCPS will carry voting rights pari-
passu with the equity shares, on an as-if
converted basis.
- Series E1 CCCPS shall have a maximum
maturity period of 19 (Nineteen) years from
the date of their issuance, on the expiry of
which, the series E CCCPS shall Cumulative
Compulsorily and automatically convert into
equity shares.
- The CCCPS shareholders have right to
receive dividend prior to equity share
holders. Series E1 CCCPS bears a cumulative
dividend rate of 0.0001% per annum. In
addition to the above, the holders of each
of the Series E CCCPS are entitled to such
proportionate dividends as distributed to
the other Shareholders of the Company,
determined on a fully diluted basis.
- In event of liquidation, each of the holders of
the Series E1 CCCPS will be entitled to receive
(in preference to any equity shareholder), an
amount equal to the higher of: (a) a pro rata
portion of the proceeds of the Liquidation
Event based on the shareholding of such
holder of Series E1 CCCPS in the Company
on a fully diluted basis; and (b) one times the
Subscription Price on each Series E1 CCCPS
held by such holder plus any declared but
unpaid dividends.
- All the 74,641 Series E1 CCCPS got converted
into 58,530 Equity shares of face value of
Rs. 10 each at a premium of Rs. 43,384.13
each during the same financial year ended
March 31, 2023.
(x) 0.0001% Cumulative Compulsory
Convertible Preference Shares - Series E2
(Face Value- Rs. 355)
- During the year ended March 31, 2023,
the Company issued fully paid up and
subscribed 59,793 no''s 0.0001% Cumulative
Compulsory Convertible Preference Shares
(CCCPS) - Series E2 of face value of Rs. 355
(Rupees Three Hundred Fifty Five) each at a
premium of Rs. 43,039.13 each.
- During the year ended March 31, 2024, the
Company further issued fully paid up and
subscribed 20,913 no''s 0.0001% Cumulative
Compulsory Convertible Preference Shares
(CCCPS)
- Series E2 of face value of Rs. 355 (Rupees
Three Hundred Fifty Five) each at a premium
of Rs. 43,039.13 each.
- Series E2 CCCPS may at any time be, fully
or partly converted into equity shares at
the sole option and discretion of the CCCPS
holder, at the rate of 1 (One) fully paid equity
share per 1 (One) Series E2 CCCPS.
- Series E2 CCCPS will carry voting rights pari-
passu with the equity shares, on an as-if
converted basis.
- Series E2 CCCPS shall have a maximum
maturity period of 19 (Nineteen) years from
the date of their issuance, on the expiry of
which, the series E2 CCCPS shall Cumulative
Compulsorily and automatically convert into
equity shares.
- The CCCPS shareholders have right to
receive dividend prior to equity share
holders. Series E2 CCCPS bears a cumulative
dividend rate of 0.0001% per annum. In
addition to the above, the holders of each
of the Series E2 CCCPS are entitled to such
proportionate dividends as distributed to
the other Shareholders of the Company,
determined on a fully diluted basis.
- In event of liquidation, each of the holders of
the Series E2 CCCPS will be entitled to receive
(in preference to any equity shareholder), an
amount equal to the higher of: (a) a pro rata
portion of the proceeds of the Liquidation
Event based on the shareholding of such
holder of Series E2 CCCPS in the Company
on a fully diluted basis; and (b) one times the
Subscription Price on each Series E2 CCCPS
held by such holder plus any declared but
unpaid dividends.
- During the year ended March 31, 2026,
the shareholders of the Company in
the Extraordinary General Meeting held
on November 14, 2025 approved the
issuance of bonus shares in the ratio of
265:1 pursuant to which the Company has
issued bonus shares to the existing equity
shareholders with record date of November
15, 2025. Further, appropriate adjustments
to the conversion ratio of outstanding
Cumulative Compulsorily Convertible
Preference Shares (CCCPS) have been
made and the conversion ratio accordingly
stands adjusted to 266:1 i.e. 266 Equity
Shares of Rs. 10 each for every 1 CCCPS
held by such CCCPS holder, pursuant to
such bonus issuance. In furtherance to
these resolutions, pursuant to the approval
by shareholders of the Company in the
Extraordinary General Meeting held on
November 14, 2025, The Board of Directors
of the Company in its meeting held on
February 17, 2026 approved the conversion
of all CCCPS into equity shares of face
value of Rs. 10 each and allotment of fully
paid up equity shares of the Company to
the existing holders of CCCPS, pursuant
to
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