The Company reported restated losses of ₹792.45 million, ₹744.49 million and ₹5,951.81 million in Fiscals 2026, 2025 and 2024 respectively. It has invested heavily in scaling its merchant ecosystem, technology and Emerging Business, and may continue to incur operating losses if it cannot grow revenue sufficiently to offset expenses.

The Company may be unsuccessful in making, integrating or maintaining acquisitions and strategic investments, which could hinder growth and prevent expected returns. Failure to realise the economic benefit of such acquisitions could result in substantial impairment charges, as seen with the goodwill and intangible impairments from its Pickrr and Omuni acquisitions in Fiscal 2024.

The Company has relied on the judgment of its management in ascertaining its funding requirements and the proposed deployment of Net Proceeds, which have not been independently appraised by a bank or financial institution. The Emerging Business is a newer venture and its success depends on the Company’s ability to design products meeting merchant needs; delays or cost overruns could adversely affect results.

The Company’s results of operations and cash flows are significantly impacted by the operational results and business decisions of its Merchants, the web traffic they generate and its ability to attract Merchants through online channels. Adverse developments affecting its Merchants are largely beyond the Company’s control.

The Company may face challenges growing its Cross-border business due to limited experience in new international markets, partner networks and heightened competition. Significant investment may be required, with uncertain timing and realisation of returns.

The Company does not have exclusive arrangements with its logistics partners, including couriers, suppliers and cargo partners. Its non-exclusive arrangements may result in service prioritisation for competitors, contract non-renewals or competitive offerings that adversely affect its business and financial performance.

The Company may face challenges expanding into new business verticals or product categories, potentially leading to substantial expenditure and/or delayed returns on investment. This could adversely affect its business, financial condition, cash flows and results of operations.

The Company has incurred negative cash flows from operations, with net cash used in operating activities of ₹2,159.92 million in Fiscal 2024, and may incur negative operating cash flows in the future as it invests in growing its merchant base, product portfolio and business operations.

The Company’s Statutory Auditors reported an emphasis of matter in the auditors’ report for Fiscal 2024. Any further such observations in future periods could affect investor confidence and the trading price of the Equity Shares.

In relation to its Fulfilment business, the Company has entered into lease agreements and warehouse management agreements. An inability to efficiently manage fulfilment centres or renew related lease and warehouse management agreements on favourable terms may adversely affect its business and financial performance.