Offer Documents
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The following disclaimer applies to the red herring prospectus of Shiprocket Limited (the “Company”) dated August 5, 2026 (the “RHP”) filed with the Securities and Exchange Board of India (the “SEBI”), BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”, and together with BSE, the “Stock Exchanges”) hosted on this website in connection with the initial public offering of equity shares of the Company (the “Equity Shares”).
THE RHP IS BEING MADE AVAILABLE ON THIS WEBSITE TO COMPLY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (“SEBI ICDR REGULATIONS”). The RHP has been hosted on this website as prescribed under Regulation 26 of the SEBI ICDR Regulations. In accessing the RHP, you agree to be bound by the following terms and conditions, including any modifications to them from time to time.
The RHP is directed at, and is intended for distribution to, and use by, residents of India only. The information in this portion of our website, including the RHP, is not intended for, and may not be accessed in or by, or distributed or transmitted in, into or to, directly or indirectly, the United States of America (including its territories and possessions), any state of the United States and the District of Columbia (the “United States”) or any other jurisdiction where it is unlawful to do so. All persons residing outside of the United States who wish to access the RHP contained on the following page of this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website or require registration or approval for any acquisition of securities by them. No part of the contents of the RHP shall be copied or duplicated in any form by any means or redistributed.
These materials are being made available on this website to comply with SEBI ICDR Regulations. Investors should read the RHP and seek professional advice before taking any action. Shiprocket Limited does not accept any responsibility or liability whatsoever, direct or indirect, that may arise from use of information contained in the RHP or for any contravention of applicable securities laws and regulations by individuals as a result of false information provided by such individuals.
The RHP does not constitute an offer to sell, or the solicitation of an offer to purchase or acquire, any securities of the Company in the United States or in any other jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
The Equity Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any other applicable law of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable United States state securities laws. Accordingly, the Equity Shares are being offered and sold only (i) within India, to Indian institutional, non-institutional and retail investors in compliance with the SEBI ICDR Regulations, (ii) within the United States, only to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act (“Rule 144A”) and referred to in the RHP as “U.S. QIBs” and, for the avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional investor defined under applicable Indian regulations and referred to in the RHP as “QIBs”) in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act, and (iii) outside the United States to eligible investors in “offshore transactions” as defined in, and in reliance on, Regulation S under the U.S. Securities Act (“Regulation S”) and the applicable laws of the jurisdiction where those offers and sales occur. No public offering of the Equity Shares or other securities is being made in the United States.
The RHP or any information contained on our website or in the RHP does not constitute, and should not be construed as, “general solicitation” or “general advertising” as defined under Regulation D of the U.S. Securities Act, or “directed selling efforts” under Regulation S.
Investors are advised not to rely on any other document, content or information provided in respect to the Offer on the internet/ online websites/ social media platforms/ micro-blogging platforms and by the influencers/ micro-influencers/ finfluencers since the same is not approved/ commissioned/ paid for by the Company or its Directors/ KMPs or SMPs in any manner. Any such posts, including on social media platforms, may be illegal in certain jurisdictions and only certain categories of persons may be authorized to access such information. Such posts, including on social media platforms, do not constitute an offer or solicitation of an offer, or any advice or recommendation to purchase, sell or transact in any of the Company’s securities. Investors are advised to rely only on the information contained in the RHP and the price band advertisement for making an investment decision.
Axis Capital Limited, BofA Securities India Limited, JM Financial Limited and Kotak Mahindra Capital Company Limited (the “BRLMs”), the Company, the Selling Shareholders, and their respective affiliates, directors, officers, agents, representatives, advisers and employees do not accept any liability whatsoever, direct or indirect, that may arise from the use of the information contained on this website. The information in the RHP is as of the date thereof and neither the Company, the BRLMs, the Selling Shareholders nor their respective affiliates, directors, officers, agents, representatives, advisers or employees are under any obligation to update or revise the RHP to reflect circumstances arising after the date thereof. You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently, neither the Company, the BRLMs, the Selling Shareholders, nor any of their respective affiliates, directors, officers, agents, representatives, advisers or employees accepts any liability or responsibility whatsoever in respect of alterations or changes which have taken place during the course of transmission of the RHP in electronic format.
Any potential investor should note that investment in Equity Shares involves a high degree of risk and for details relating to such risks, see the section titled “Risk Factors” on page 30 of the RHP. Any decision on whether to invest in the Equity Shares described in the RHP must be made solely on the basis of the RHP, when available. Potential investors should also refer to the Prospectus which will be filed with the Registrar of Companies, National Capital Territory of Delhi-I, at South Delhi and SEBI in the future, including the section titled “Risk Factors” of the Prospectus.
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The documentation contained in these pages is posted solely to comply with Indian legal and regulatory requirements. Making the information contained herein available in electronic format does not constitute an offer to sell, the solicitation of an offer to buy, or a recommendation to buy or sell securities of the Company in the United States or in any other jurisdiction, including without limitation, India.
List of Material Creditors as on March 31, 2026
| S. No. | Name of the Material Creditor | Amount payable (in millions) |
|---|---|---|
| 1 | Busybees Logistics Solutions Private Limited | 303.16 |
| Total | 303.16 |
| S. No. | Document Name | Document |
|---|---|---|
| 1 | Offer Agreement dated May 19, 2025 read with the amendment to the Offer Agreement dated July 28, 2026 between our Company, the Selling Shareholders and the BRLMs | View |
| 2 | Registrar Agreement dated May 19, 2025 between our Company, the Selling Shareholders and the Registrar to the Offer | View |
| 3 | Cash Escrow and Sponsor Bank Agreement dated August 3, 2026 between our Company, the Selling Shareholders, the Registrar to the Offer, the BRLMs, the Syndicate Members, the Escrow Collection Bank(s) and the Refund Bank(s) | View |
| 4 | Share Escrow Agreement dated July 28, 2026 between the Selling Shareholders, our Company and the Share Escrow Agent | View |
| 5 | Syndicate Agreement dated August 3, 2026 between our Company, the Selling Shareholders, the BRLMs and the Syndicate Members | View |
| 6 | Monitoring Agency Agreement dated August 3, 2026 between our Company and the Monitoring Agency | View |
| S. No. | Document Name | Document |
|---|---|---|
| 1 | Certified copies of the Memorandum and Articles of Association of our Company, as amended from time to time | View |
| 2 | Certificate of incorporation dated September 28, 2011, in the name of ‘Bigfoot Retail Solutions Private Limited’ | View |
| 3 | Certificate of incorporation dated July 19, 2024, for change in name of our Company to ‘Shiprocket Private Limited’ | View |
| 4 | Fresh certificate of incorporation dated February 18, 2025, issued pursuant to conversion from a private to a public company | View |
| 5 | Resolutions of the Board of Directors and Shareholders dated April 24, 2025 and April 26, 2025, authorising the Offer and the Fresh Issue, respectively, and other related matters | View |
| 6 | Resolution of the Board of Directors dated December 12, 2025, approving the Updated Draft Red Herring Prospectus – I | View |
| 7 | Resolution of the IPO Committee dated December 12, 2025, approving the Updated Draft Red Herring Prospectus – I | View |
| 8 | Resolution of the Board of Directors dated August 5, 2026, approving this Red Herring Prospectus | View |
| 9 | Copies of the annual reports of our Company for the Financial Years 2025, 2024 and 2023 | View |
| 10 | Resolution of our Board of Directors dated July 27, 2026 taking on record the consent of the Selling Shareholders for their participation in the Offer for Sale in relation to their respective Offered Shares | View |
| 11 | Consent letters received from each of the Selling Shareholders, as applicable, authorising their respective participation in the Offer | View |
| 12 | The report titled “Report on India E-commerce Enablement Opportunity” dated July 27, 2026, prepared by Redseer, commissioned by and paid for by our Company pursuant to an engagement letter with Redseer dated December 26, 2024, exclusively for the purposes of the Offer | View |
| 13 | Consent letter dated July 27, 2026 from Redseer, in relation to the Redseer Report | View |
| 14 | The examination report of the Statutory Auditors dated July 27, 2026, on our Company’s Restated Consolidated Financial Information, included in the Red Herring Prospectus | View |
| 15 | The report on statement of special tax benefits dated July 27, 2026 from S.R. Batliboi & Associates LLP, Chartered Accountants | View |
| 16 | Consent of the Directors, the BRLMs, the Syndicate Members, Domestic Legal Counsel to our Company, Registrar to the Offer, Escrow Collection Bank(s), Public Offer Account Bank(s), Refund Bank(s), Sponsor Bank(s), Monitoring Agency, Bankers to our Company, independent chartered accountant, practicing company secretary, Indian legal counsel to the Company, and Company Secretary and Compliance Officer, as referred to in their specific capacities | View |
| 17 | Certificate dated August 5, 2026 issued by B.B. & Associates, Chartered Accountants, with respect to the key performance indicators | View |
| 18 | Certificates, each dated August 5, 2026, issued by B.B. & Associates, Chartered Accountants, with respect to (a) the transactions in Specified Securities and basis for Offer Price; (b) the weighted average price, average cost of acquisition and price at which Equity Shares were acquired; (c) financial indebtedness of the Company; (d) outstanding dues to creditors; and (e) tax litigation | View |
| 19 | Resolution dated August 5, 2026 passed by the Audit Committee approving the Key Performance Indicators for disclosure | View |
| 20 | Written consent dated August 5, 2026 from S.R. Batliboi & Associates LLP, Chartered Accountants, to include their name under Section 26(1) of the Companies Act, 2013 read with the SEBI ICDR Regulations and as an “expert” under Section 2(38) of the Companies Act, 2013, in their capacity as our Statutory Auditors | View |
| 21 | Written consent dated August 5, 2026 from VR Consulting, certifying information in relation to the information technology systems employed by the Company for the financial years ended March 31, 2026, March 31, 2025 and March 31, 2024, in their capacity as an independent chartered engineer | View |
| 22 | Written consent dated August 5, 2026 from Ankit Tiwari & Co., practicing company secretary, to include their name as an ‘expert’ under Section 2(38) of the Companies Act, 2013 in respect of the certificates issued by them | View |
| 23 | Written consent dated May 19, 2025 from Shirin Bhatt & Associates, practicing company secretary, to include their name as an ‘expert’ under Section 2(38) of the Companies Act, 2013 in respect of the certificates issued by them | View |
| 24 | Shareholders’ agreement dated August 12, 2024 (including the deeds of accession and deeds of adherence executed in terms thereof) entered into by and among our Company and SHA Parties | View |
| 25 | Addendum Cum Amendment Agreement dated December 19, 2024 to the Shareholders’ Agreement dated August 12, 2024, entered into by and among our Company and SHA Parties | View |
| 26 | Waiver Cum Amendment Agreement dated May 10, 2025 to the Shareholders’ Agreement dated August 12, 2024 | View |
| 27 | Management rights letter dated June 18, 2021 entered into between our Company, Saahil Goel, Gautam Kapoor, Akshay Ghulati, Vishesh Khurana and Tribe Capital III, LLC – Series 7, along with termination letter dated May 10, 2025 | View |
| 28 | Management rights letter dated August 12, 2024 entered into between our Company, Saahil Goel, Gautam Kapoor, Akshay Ghulati, Vishesh Khurana and PayPal Inc, along with termination letter dated May 10, 2025 | View |
| 29 | Right to subscribe agreement dated December 9, 2019 entered into between Innoven Capital India Private Limited and our Company, along with settlement and cancellation agreement dated March 19, 2025 | View |
| 30 | Waiver letter dated May 10, 2025 entered into between our Company and the Pickrr Founders | View |
| 31 | Resolutions dated November 18, 2025 and November 21, 2025 passed by the Board and Shareholders, respectively, approving the terms of appointment and remuneration of our Managing Director | View |
| 32 | Employment agreement dated April 10, 2025 entered into between our Company and Saahil Goel, our Managing Director and Chief Executive Officer | View |
| 33 | Employment agreement dated April 10, 2025 entered into between our Company and Gautam Kapoor, our Executive Director and Chief Operating Officer | View |
| 34 | Employment agreement dated April 10, 2025 entered into between our Company and Akshay Ghulati, one of our Senior Management Personnel | View |
| 35 | Amendment agreement dated June 15, 2022 to the share purchase agreement dated June 9, 2022, between our Company, Pickrr, Rhitiman Majumder, Gaurav Mangla and Ankit Kaushik | View |
| 36 | Second amendment agreement dated June 21, 2022 to the share purchase agreement dated June 9, 2022, between our Company, Pickrr, Rhitiman Majumder, Gaurav Mangla and Ankit Kaushik | View |
| 37 | Share purchase agreement dated June 9, 2022, between our Company, Pickrr, and the erstwhile investors and shareholders of Pickrr | View |
| 38 | Share purchase agreement dated June 9, 2022, between our Company, Pickrr, and Pickrr Holding LLC | View |
| 39 | Share purchase agreement dated June 9, 2022, between our Company, Pickrr, and ON Mauritius | View |
| 40 | Valuation report by Sundae Capital Advisors Private Limited dated June 3, 2022, in relation to the acquisition of Pickrr by our Company | View |
| 41 | Valuation report by N.S. Kumar & Co., Chartered Accountants, dated October 6, 2023, in relation to the acquisition of Pickrr by our Company | View |
| 42 | Share purchase agreement dated July 19, 2022, between our Company, Shiprocket Omuni, Arvind Limited and the erstwhile shareholders of Shiprocket Omuni, being the nominees of Arvind Limited | View |
| 43 | Amendment agreement dated September 29, 2022 to the share purchase agreement dated July 19, 2022, between our Company, Shiprocket Omuni, Arvind Limited and the erstwhile shareholders of Shiprocket Omuni, being the nominees of Arvind Limited | View |
| 44 | Valuation report by N.S. Kumar & Co., Chartered Accountants, dated September 26, 2022, in relation to the acquisition of Shiprocket Omuni by our Company | View |
| 45 | Scheme of arrangement between our Company and Glaucus | View |
| 46 | Valuation report by Niranjan Kumar, Registered Valuer, dated March 12, 2022, in relation to the scheme of arrangement between Glaucus and our Company | View |
| 47 | Scheme of arrangement between our Company and Pickrr | View |
| 48 | Valuation report by Niranjan Kumar, Registered Valuer, dated June 30, 2023, in relation to the scheme of arrangement between Pickrr and our Company | View |
| 49 | Due diligence certificate dated May 19, 2025 addressed to SEBI from the BRLMs | View |
| 50 | In-principle listing approvals pursuant to letters each dated October 24, 2025, issued by BSE and NSE | View |
| 51 | Tripartite agreement dated February 17, 2025, between our Company, NSDL and the Registrar to the Offer | View |
| 52 | Tripartite agreement dated February 17, 2025, between our Company, CDSL and the Registrar to the Offer | View |
| 53 | SEBI final observation letter dated October 31, 2025 | View |