Interim report
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Unicommerce eSolutions Ltd. Registered Office: Mezzanine Floor, A-83, Okhla Industrial Area Phase-II, New Delhi 110020 India Corporate Office: M3M Urbana Business Park, Tower B, 9th Floor, Sector 67, Gurugram 122001, Haryana, India Tel +91-888 7790 22, email: contactus@unicommerce.com I Web: www.unicommerce.com CIN: L74140DL2012PLC230932 14th February, 2026 National Stock Exchange of India Ltd. BSE Limited Exchange Plaza, C – 1, Block G Phiroze Jeejeebhoy Towers, Bandra-Kurla Complex, Bandra (E), Dalal Street, Mumbai-400 051 Mumbai 400 001 Symbol: UNIECOM Scrip Code: 544227 Subject: Outcome of Board Meeting held on 14th February, 2026 Dear Sir/Madam, Greetings from Unicommerce eSolutions Limited. We wish to inform you that pursuant to Regulations 30 and 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) as amended, the Board of Directors of the Company (‘the Board’), at its Meeting held today, i.e., Saturday, the 14th day of February, 2026, has inter -alia, approved the Audited Financial Results (Standalone and Consolidated) along with the Audit Reports of the Company for the quarter and 9 (nine) months ended 31st December, 2025. Copy of the said results along with the Audit Reports issued by the Statutory Auditors of the Company are enclosed as ‘Annexure- A’ herewith for your record. The same will be available on the website of the Company at https://unicommerce.com/ The Board Meeting commenced at 4.30 p.m. IST and concluded at 5.00 p.m. IST. Please take the aforementioned information in your record and oblige. Thanking you, For Unicommerce eSolutions Limited ___________ Anil Kumar Company Secretary Membership no. F8023 Encl.: as above
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Price Waterhouse Chartered Accountants LLP Price Waterhouse Chartered Accountants LLP, Building No. 8, 8th Floor, Tower - B, DLF Cyber City, Gurugram - 122 002 T: +91 (124) 6169910 Registered office and Head office: 11-A, Vishnu Digamber Marg, Sucheta Bhawan, Gate No 2. New Delhi - 110002 Price Waterhouse (a Partnership Firm) converted into Price Waterhouse Chartered Accountants LLP (a Limited Liability Partnership with LLP identity no: LLPIN AAC-5001) with effect from July 25, 2014. Post its conversion to Price Waterhouse Chartered Accountants LLP, its ICAI registration number is 012754N/N500016 (ICAI registration number before conversion was 012754N) To, The Board of Directors Unicommerce eSolutions Limited (formerly known as Unicommerce eSolutions Private Limited) Mezzanine Floor, A-83 Okhla Industrial Area, Phase-II, New Delhi 110020 Report on the Audit of the Consolidated Financial Results Opinion 1. We have audited the accompanying Statement of Consolidated Financial Results of Unicommerce eSolutions Limited (formerly known as Unicommerce eSolutions Private Limited) (hereinafter referred to as the C subsidiary (holding company and its subsidiary together referred (Refer paragraph 2(a) below) for the quarter ended December 31, 2025 and for the period from April 1, 2025 to December 31, 2025 including the period from April 1, 2025 to June 30, 2025 audited by another firm of chartered accountants on whose report dated August 12, 2025 we have relied upon, Statement of audited Ind AS consolidated financial results for the quarter and nine months period ended December 31, 2025 being submitted by the Holding company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the Regulations, 2015 2. In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the report of the other auditor on separate financial statements of subsidiary, the Statement : a. includes the results of the following entities: i. Unicommerce eSolutions Limited (formerly known as Unicommerce eSolutions Private Limited) ii. b. is presented in accordance with the requirements of Regulation 33 of the Listing Regulations, 2015 as amended; and c. gives a true and fair view, in conformity with the recognition and measurement principles laid down in the applicable accounting standards prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India, of consolidated total comprehensive income (comprising of net profit and other comprehensive income) and other financial information of the Group for the quarter ended December 31, 2025 as well as the year to date results for the period from April 1, 2025 to December 31, 2025 including the period from April 1, 2025 to June 30, 2025 audited by another firm of chartered accountants on whose report dated August 12, 2025 we have relied upon. INDEPENDENT AUDITOR'S REPORT "Holding ompany") and its to as "the Group") which are included in the accompanying ' "). ("Holding Company") Shipway Technology Private Limited ("Subsidiary") ' ("the Statement"), "Listing
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To the Members of Unicommerce eSolutions Limited Report on the Audit of the Consolidated Financial Results Page 2 of 4 Basis for Opinion 3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 (the Act). Our responsibilities under those Standards are further described in the of the Consolidated Financial Results section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us and other auditors in terms of their reports referred to in sub-paragraph 13 of the Other Matter section below, is sufficient and appropriate to provide a basis for our opinion. 4. These quarterly Consolidated Financial Results as well as the year to date Consolidated Financial Results have been prepared on the basis of the interim consolidated financial statements. The Holding of these Consolidated Financial Results that give a true and fair view of the net profit and other comprehensive income and other financial information of the Group in accordance with the recognition and measurement principles laid down prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations, 2015. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Consolidated Financial Results by the Directors of the Holding Company, as aforesaid. 5. In preparing the Consolidated Financial Results, the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. 6. The respective Board of Directors of the companies included in the Group are responsible for overseeing the financial reporting process of the Group . 7. Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Results as a whole are free from material misstatement, whether due to fraud or error, and report that includes our opinion. Reasonable assurance is a high level assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Results. INDEPENDENT AUDITOR'S REPORT 'Auditor's Responsibilities for the Audit Management's Responsibilities for the Consolidated Financial Results Company's Board of Directors are responsible for the preparation and presentation in Indian Accounting Standard 34, 'Interim Financial Reporting' Auditor's Responsibilities for the Audit of the Consolidated Financial Results issue an auditor's
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To the Members of Unicommerce eSolutions Limited Report on the Audit of the Consolidated Financial Results Page 3 of 4 8. As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the Consolidated Financial Results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors. Conclude on the appropriateness of the Board of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention report to the related disclosures in the Consolidated Financial Results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence cause the Group to cease to continue as going concern. Evaluate the overall presentation, structure and content of the Consolidated Financial Results, including the disclosures, and whether the Consolidated Financial Results represent the underlying transactions and events in a manner that achieves fair presentation. Obtain sufficient appropriate audit evidence regarding the financial results of the entities within the Group to express an opinion on the Consolidated Financial Results. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the Consolidated Financial Results of which we are the independent auditors. For the other entities included in the Consolidated Financial Results, which has been audited by other auditor, such other auditor remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion. 9. We communicate with those charged with governance of the Holding Company regarding among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 10. We also provide those charged with governance with an annual statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. 11. We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the Listing Regulations, 2015 as amended, to the extent applicable. INDEPENDENT AUDITOR'S REPORT • • effectiveness of the company's internal control. • • of Directors' use of the going concern basis in our auditor's obtained up to the date of our auditor's report. However, future events or conditions may • •
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To the Members of Unicommerce eSolutions Limited Report on the Audit of the Consolidated Financial Results Page 4 of 4 Other Matter 12. The consolidated financial results of the Company for the year ended March 31, 2025 and for the quarter and nine months period ended December 31, 2024, were audited by another firm of chartered accountants under the Regulation 33 who, vide their report dated May 05, 2025 and January 31, 2025 respectively, expressed an unmodified opinion on those financial results. 13. We did not audit the interim financial results of one subsidiary included in the Consolidated Financial Results, whose interim financial results reflect total revenues of Rs. 245.51 million and Rs. 634.78 million, total net profit after tax of Rs. 0.20 million and Rs. 1.08 million, and total comprehensive income of Rs. 2.98 million and Rs. 3.95 million for the quarter ended December 31, 2025 and for the period from April 1, 2025 to December 31, 2025 respectively, as considered in the Consolidated Financial Results. These financial results have been audited by other auditor whose report has been furnished to us by the Management and our opinion on the Consolidated Financial Results, in so far as it relates to the amounts and disclosures included in respect of this subsidiary, is based solely on the report of the other auditor who issued unmodified opinion vide their report dated February 13, 2026 and the procedures performed by us as stated in paragraph 11 above. Our opinion on the Statement is not modified in respect of the above matters. For Price Waterhouse Chartered Accountants LLP Firm Registration Number: 012754N/N500016 Amit Peswani Partner Membership Number: 501213 UDIN: 26501213HXEDYN4419 Place: Gurugram Date: February 14, 2026 INDEPENDENT AUDITOR'S REPORT
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Unicommcrcc cSolutions Limited (Formcrl.Y llnown as Unicommcrcc cSolutions PriYate Limited) (ClN: L74140DL2012PLC230932) Rcg-d. Office: Mezzanine Floor, A-83, Old1lu Industrial Arca, Phase II, New Delhi - 110020. Statement of audited Intl AS consolitlatetl financial results fo1• the qmu1er and nine months period ended December 31, 2025 Pm1iculars Revenue from contract with customers Other income Total income (0 Expenses Employee benefits expense Server hosting c:,;pense Finance costs Depreciation and amortisnLion expense Other expenses Totalex1icnse(m Profit before tax (III= I-II) Current tax Adjustment of tax relating to earlier periods Deferred tax charge/{credi() Income tax expense (IV) Profit for the period/year (V • UJ-lV) Othercomurehensiveincomd(loss) Item not to be reclassified to 11rofit or loss in subsequent yenrs: Re-measurement gain/(loss) on defined benefit plans Income tax effect Other com1nchensivc incomc/(loss) for the period/year, net of tax (VO Total comprehensive income for the period/year, net of tax (VII= V+VI) Profit for the period attributable to Equity holders or parent Non-controlling interest Other eomprelH.•nsin· incomc/(loss), net of tax nttrilmtalllc to Equity holders of parent Non-controlling interest Total comprehensiYe income for the 11criotl, net of tax Equity holders of parent Non-controlling interest For the quarterentlcd Dcccmbcr31,2025 (Audited) 563.94 12.22 576,16 178.69 14.54 2.18 20.23 261.26 476.90 99,26 27.15 ( 1.75 ) 25.40 73.86 4.42 (0.41) 4,01 77.87 73.80 73.86 4.01 4.01 77.87 77,87 Paid-up equity slwre capital 112.39 Othe1·Equil) Earnings per equily share [nominal value of slrnre i> Re. I each] (not annunlised for quarter/ nine months) Basic earnings per equity share [ In Rs. I 0.63 Diluted earnings per equity share f In Rs.] 0.63 Fot the quartet ended Se1ltcmhcr 30, 2025 (Audited) 513.82 8.52 522.34 169.38 13.52 1.% 20.0l 239.59 444.46 77.88 20.92 0.85) 20.07 57.81 (0.07) 0.04 (0.ll3 ) 57.78 57,81 57.81 (0.03) (),03 57.78 57.78 111.37 0.51 0.50 For the quai1cr ended Dcccmber31,2024 (Audited) 327.40 15.00 342.40 !28.12 21.67 1.29 ll.39 94.34 256.81 85,59 9.06 11.38 2.25 22.69 62.90 2.19 (0.51) 1.68 64.58 63.37 (0.47) 62.90 1.58 O.IO 1.68 64.96 (0.37) 64.58 !02.44 0.5<i 0.56 For the nine months period ended December 31, 2025 (Audited) 1,527.10 29.03 1556.13 493,67 40.48 5.68 79.49 708.10 1327.42 228.71 66.28 18.14) 58,14 170,57 3.35 (0.12) 3.23 173.80 170.57 170.57 3.23 3.23 173.80 173.80 112.39 1.51 1.50 In Rs. million exec 1t )Cr share dnta For the nine months For the year ended period ended March 31, 2025 DcccmbcrJl,2024 {Audited) (Audited) 895.16 1,347.90 43.41 54.05 938,57 1 401.95 454,50 611.48 46.58 60,53 4.28 5,77 28.39 71.97 211.70 411.ll 745,45 1.160.86 193.12 24Ul9 41.76 65,58 11.38 11.38 2.78 ( 12.08 50.36 64.88 142.76 176.21 2.48 2.89 (0.58) (0.78) 1.90 2.11 144.66 178,32 143.23 176.81 {0.47) (0,60 ) 142.76 J76.21 1.80 2.23 0.IO (0.12) 1.90 2.11 145.03 179.04 (0.37 (0.72) 144,66 178,32 102.44 103.27 598.22 1.28 1.60 1.27 1.58 \
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Unicommerce eSolutions Limited (Formerly known as Unicommerce eSolutions Private Limited) (CIN: L 74140DL2012PLC230932) Regd. Office: Mezzanine Floor, A-83, Okhla Industrial Area, Phase n, New Delhi - 110020. Notes to statement of audited Ind AS consolidated financial results for the quarter and nine months period ended December 31, 2025 1. The above audited Ind AS consolidated financial results for the quai1er and nine months period ended December 31, 2025 have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of Companies Act, 2013 (the Act) read with the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) issued by Minisuy of Corporate affairs and reviewed by the Audit Co1mnittee and approved by the Board of Directors at their respective meetings held on Februaiy 14, 2026. 2, The consolidated financial results includes results of the following entities, together referred as "Group": Name of the Entity The consolidated financial results includes results of the Consolidated as following entities, together referred as "Group": Unicommerce eSolutions Limited i'the Comi:-anv') Parent Com•)aJlV ShiPWa" Technolot?.\' Pdvate Limited 100% Subsidiarv 3. The Group has prepared consolidated financial statements \V.e.f December 17, 2024. As a result, the figures for the quarter and nine months period ended December 31, 2025 are not directly comparable. 4. The Company incuffed Rs. 303.60 million (including Goods and Service Tax) for the Initial Public Offering (IPO) which is recoverable from the selling shareholders i.e. AceVector Limited and SB Investment Holdings (UK) Limited. Out of total expellses incurred and recoverable from selling shareholders, the company has billed and recovered Rs. 285.46 million (including GST) from the selling shareholders. Rs. 10.10 million has been directly paid by one of the selling shareholders and the balance amount of Rs. 8.04 million is yet to be billed, on account of pending reconciliations with respective vendors. 5. The Company acquired 42.76% of the share capital of Shipway Technology Private Limited ("Shipway") under an Amended and Restated Shareholders' Agreement dated December 17, 2024. Thereafter, the Company acquired the remaining 57.24% stake in Shipway through a non-cash share swap arrangement, resulting in the allotment of 6,033,189 equity shares of the Company. The transaction was approved by the Board of Directors at its meeting held on March 20, 2025, and subsequently by the shareholders through a special resolution passed via postal ballot on April 19, 2025. The Company obtained the in-principle approvals from the stock exchanges pursuant to which the shares were allotted on August 07, 2025 to the shareholders. The listing and trading approval for the aforesaid shares has been received and equity shares have been listed w.e.fOctober 09, 2025. 6. As part of internal restructuring and resource optimization process, ce11ain employees of the Group were transfeJl'ed to Ace Vector Limited. These employees provide support in various areas, including legal, finance, corporate communications, human resources, and others. During the quaiter and nine months period ended December 31, 2025, all the related costs for these transferred employees have been cross charged by Ace Vector Limited and recorded under other expenses. 7, During the nine months period ended December 31, 2025, the Group integrated the internally developed supply chain solutions with the technology acquired through the business combination with Shipway Teclrnology Private Limited ("Shipway") and launch of payment reconciliation module and accordingly capitalized Rs.78.10 million under "Intangible Assets" 8. The Chief Executive officer (Chief Operating Decision Maker) primarily focuses on software and platform service relating to supply chain management across geographies which are reported in the monthly financial infonnation for making the decisions on operating matters. Accordingly, the group operates only in one reportable segment i.e. providing solutions related to supply chain management. 9. The results for the quaiter and nine months period ended December 31, 2025 are available on the company website (URL: https://www.unicomrnerce.com), Bombay Stock Exchange oflndia Limited website (URL:www.bseindia.com/corporates) ai1d the National Stock Exchange oflndia Limited website (URL: https://www.nseindia.com/corporates). ( I ) / For Unicommerce eSolutions Limited CIN: U74l40DL2012PLC230932 Managing Director & CEO (DIN: 07916109) Place of Signature: Gurugram Date: February 14, 2026
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Price Waterhouse Chartered Accountants LLP Price Waterhouse Chartered Accountants LLP, Building No. 8, 8th Floor, Tower - B, DLF Cyber City, Gurugram - 122 002 T: +91 (124) 6169910 Registered office and Head office: 11-A, Vishnu Digamber Marg, Sucheta Bhawan, Gate No 2. New Delhi - 110002 Price Waterhouse (a Partnership Firm) converted into Price Waterhouse Chartered Accountants LLP (a Limited Liability Partnership with LLP identity no: LLPIN AAC-5001) with effect from July 25, 2014. Post its conversion to Price Waterhouse Chartered Accountants LLP, its ICAI registration number is 012754N/N500016 (ICAI registration number before conversion was 012754N) To, The Board of Directors Unicommerce eSolutions Limited (formerly known as Unicommerce eSolutions Private Limited) Mezzanine Floor, A-83 Okhla Industrial Area, Phase-II, New Delhi 110020 Report on the Audit of the Standalone Financial Results Opinion 1. We have audited the accompanying standalone quarterly financial results of Unicommerce eSolutions Limited (formerly known as Unicommerce eSolutions Private Limited) ( the Company ) for the quarter ended December 31, 2025 and the year to date results for the period from April 1, 2025 to December 31, 2025, attached herewith including the period from April 1, 2025 to June 30, 2025 audited by another firm of chartered accountants on whose report dated August 12, 2025 we have relied upon, Statement of audited Ind AS standalone financial results for the quarter and nine months period ended December 31, 2025 (the Statement), being submitted by the company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the , 2015 2. In our opinion and to the best of our information and according to the explanations given to us, the Standalone Financial Results: (i) are presented in accordance with the requirements of Regulation 33 of the Listing Regulations, 2015 in this regard; and (ii) give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable accounting standards prescribed under Section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India, of the net profit and other comprehensive income and other financial information for the quarter ended December 31, 2025, as well as the year to date results for the period from April 1, 2025 to December 31, 2025 including the period from April 1, 2025 to June 30, 2025 audited by another firm of chartered accountants on whose report dated August 12, 2025 we have relied upon. Basis for Opinion 3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 (the Act). Our responsibilities under those Standards are further described in the Financial Results section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial results under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. INDEPENDENT AUDITOR'S REPORT hereinafter ref erred to as " " which are included in the accompanying ' "Listing Regulations "). 'Auditor's Responsibilities for the Audit of the Standalone
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To the Members of Unicommerce eSolutions Limited Report on the Audit of the Standalone Financial Results Page 2 of 3 4. These quarterly Standalone Financial Results as well as the year to date Standalone Financial Results have been prepared on the basis of the interim financial statements. The Directors are responsible for the preparation of these Standalone Financial Results that give a true and fair view of the net profit and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in Indian Accounting Standard (Ind AS) 34, under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations, 2015. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Results that give a true and fair view and are free from material misstatement, whether due to fraud or error. 5. In preparing the Standalone Financial Results, the Board of Directors are responsible for assessing the to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. 6. process. Standalone Financial Results 7. Our objectives are to obtain reasonable assurance about whether the Standalone Financial Results as a whole are free from material misstatement, whether due to fraud or error, and to report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Results. 8. As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the Standalone Financial Results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors. INDEPENDENT AUDITOR'S REPORT Management's Responsibilities for the Standalone Financial Results Company's Board of 'Interim Financial Reporting' prescribed Company's ability to continue as a going concern, disclosing, as applicable, matters related The Board of Directors are also responsible for overseeing the Company's financial reporting Auditor's Responsibilities for the Audit of the issue an auditor's • • effectiveness of the company's internal •
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To the Members of Unicommerce eSolutions Limited Report on the Audit of the Standalone Financial Results Page 3 of 3 of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date events or conditions may cause the Company to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the Standalone Financial Results, including the disclosures, and whether the Standalone Financial Results represent the underlying transactions and events in a manner that achieves fair presentation. 9. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 10.We also provide those charged with governance with an annual statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. Other Matter 11. The standalone financial results of the Company for the year ended March 31, 2025 and for the quarter and nine months period ended December 31, 2024, were audited by another firm of chartered accountants under the Regulation 33 who, vide their report dated May 05, 2025 and January 31, 2025 respectively, expressed an unmodified opinion on those financial results. For Price Waterhouse Chartered Accountants LLP Firm Registration Number: 012754N/N500016 Amit Peswani Partner Membership Number: 501213 UDIN: 26501213QYFUME1959 Place: Gurugram Date: February 14, 2026 INDEPENDENT AUDITOR'S REPORT • Conclude on the appropriateness of the Board of Directors' use of the going concern basis to events or conditions that may cast significant doubt on the Company's ability in our auditor's report to the related disclosures in the financial of our auditor's report. However, future •
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Unlcommcrce cSolutions Limited (Formerly known as Unicommerce eSnlution.~ Private Limited) (CIN: L74l40DL2012PLC23093Z) Regd. Ollice: Mezzanine Floor, A·83, Okhla Industrial Arca, Pha~c II, New Delhi• 110020. Statement of audited Ind AS standalone financial results for the quarter and nine months period ended December 31, 2025 Par1ieulnrs Rcvcm1c from contrucl with customers Other income Totalineome(l) Expense~ Employee benefits expense Server hosting expense Finance costs Depreciation and amortisotion C>.lJense Other expenses Totalexpensc(ll) Profit before tux (JU • UO Cu1ren1 tax Adjustment of tax relating 10 earlier periods Defenedtnxch1H"gc/(eredit) Income ta.t e:q,cn~e (IV) Prolit forthepcrlod/ycar(V=III-IY) Other eomprchcnsil'c income Item not to he rcclaulned to protlt or loss ln subsequent period/year: Re-measurement ~ain on ddined benefit plans Incometaxeffoct Other comprchcnsh'e lncome/(loss) for the period/year, net of tax (VO Total comprehcnsiYe income for the 11eriod/year, net of tax (VII - V+Vl) [ nominal vu Jue of shnrc lk ! ] }'or the,1unrterencled Deecmbcr31,2025 (Audited) 3!8 .44 10.23 328.67 13 1.81 1086 1.37 5.11 70.52 219.67 109.00 27.15 0.85 28.00 81.00 1.65 (0.4)) 1.24 82.24 112.39 Enmi1,gs p1cr equity shore [nominal value ofshnrc is Re. I each) (not nnnunlised for quarter/ nine months) Dnsic eamingspcrcquityshnr e[lnRs .l 0_69 0.69 Diluted camings per equity sharer In Rs_l For the quarter entlcd September 30, 2025 (Audited) 296.54 6.64 303.18 !23.69 10.41 l.42 5.09 75.46 216,07 87,JJ 20.92 1.74 22,66 64.45 (0 17) 0.04 0.13) 64.32 111.37 0.56 0.56 Forthe,1uarterended For the nine month, December 31, 2024 period ended Dc&cmbcr31,2025 (Audited) (Audited) 294.67 892.32 14.29 23.53 308,96 915.85 122.29 372.23 20.58 30.60 1.28 4.26 8.37 14.64 67.25 213.39 219.77 635.12 89.19 280.73 9.06 66.28 11.38 2.40 5.40 22.!U 71.68 66.35 209.115 2.00 0.48 (0.51) (0.12) 1.49 0.36 67.84 209.41 102.44 112.39 0.60 l.85 0.59 1.83 In Rs. million uce t er Jhare data For the nine months For the year ended JlCrlodcnded Mareh31,2025 Dccemhcr31 , 2024 (Audited) 862.43 42.70 905.13 448.67 45.49 4.27 25.37 184.61 708.41 196,72 41.76 11.38 (2.63 50.51 146.2( 2.29 (0.58) 1.71 147.92 102.44 1.31 1.30 (Audited) 1,137.06 62.61 1199.67 563.37 55.96 5.69 3).02 252.28 908.32 291.35 65.58 11.38 2.46) 74.50 216.85 3. 12 (0.78) 2.3-1 219.19 103.27 824.03 1.97 1.94
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Unicommerce eSolntions Limited (Formerly known as Unicommerce eSolutions Private Limited) (CIN: L74140DL2012PLC230932) Regd. Office: Mezzanine Floor, A-83, Okhla Industrial Area, Phase II, New Delhi - 110020. Notes to statement of audited Ind AS standalone financial results for the quarter and nine months period ended December 31, 2025 1. The above audited Ind AS standalone financial results for the quarter and nine months period ended December 31 , 2025 have been prepared in accordance with Indian Accounting Stand ards (Ind AS) notified under Section 133 of Companies Act, 2013 (the Act) read with the Compani es (Indian Accounting Standards) Rules, 2015 (as amended from time to time) issued by Ministry of Corporate affairs and reviewed by the Audit Committee and then approved by the Board of Directors of the Company in their respective meetings held on February 14, 2026. 2. Unicommerce eSolutions Limited ("the Compan y") acquired 42.76% share capital, on a fully diluted basis of Shipway Technology Private Limited ("Shipway" ) under an Amended and Restated Shareholders' Agreement dated December 17, 2024. Thereafter, the Company acquired the remaining 57.24% stake on a fully diluted basis through a non-cash share swap arrangement, resulting in the allotment of 6,033,189 equity shares of the Company. The transaction was approved by the Board of Directors at its meeting held on March 20, 2025, and subsequently by the shareholders through a special resolution passed via postal ballot on April I 9, 2025. The Compan y obtained in-principal approvals from the s tock exchanges pursuant to which the shares were allotted on August 07, 2025 , to the shareholders. The listing and trading approval for the aforesaid shares has been received and equity shares have been listed w.e.fOctober 09, 2025. 3. As part of internal restructuring and resource optimizat ion process, certain employees of the Compan y were transferred to AceVector Limited . These employees provide support in various areas, including legal, finance, corporate communications, human resourc es, and others. During the quarter and nine months period ended December 31, 2025, all the related costs for these transferred employees have been cross charged by AccYector Limited and recorded under other expense s. 4. During the nine months period ended December 31, 2025, the Company has commercially launched its payment reconciliation module - UniReco and has capital ised Rs 19.20 million under "Intangible Assets". 5. The Company incurred Rs.303.60 million (including Goods and Service Tax) for the Initial Public Offering (!PO) which is recovera ble from the selling shareholders i.e. Ace Vector Limited and SB Investment Holdings (UK) Limited. Out of total expense s incurred and recoverable from selling shareholders, the company has billed and recovered Rs. 285.46 million (including GST) from the selling shar eholders . Rs. I 0.10 million has been directly paid by one of the selling shareholders and the balance amount of Rs. 8.04 million is yet to be billed, on account of pending reconciliations with respecti ve vendors . 6. The Chief Executive officer (Chief Operating Decision Maker "CODM") primarily focuses on software and platform service relating to supply chain managem ent across geographies which are reported in the monthly financial information for making the decisions on operating matters. Accord ingly, the Company operates only in one reportabl e segment i.e. providing solutions related to supply chain management. 7. The results for the quarter and nine months period ended December 31, 2025 are available on the company website (URL: https://www.unicommerce.com), Bombay Stock Exchange of India Limited website (URL:www.bseindi a.com/corporates) and the National Stock Exchange of India Limited website (URL: https :/ /www. nseind ia. com/corporates). For Unicommerce eSolutions Limited CIN: L74140DL20l2PLC230932 • .,;r ~ Managing Director & CEO (DIN: 07916109) Place of Signature: Gurugram Date: February 14, 2026