Report of the Director and
Financial Statements for the Year Ended 31 March 2026
for
Sharechat UK Private Limited
Sharechat UK Private Limited
Contents of the Financial Statements
for the Year Ended 31 March 2026
Page
Company Information
1
Report of the Director
2
Report of the Independent Auditors
3
Income Statement
6
Other Comprehensive Income
7
Balance Sheet
8
Statement of Changes in Equity
9
Notes to the Financial Statements
10
Sharechat UK Private Limited
Company Information
for the Year Ended 31 March 2026
DIRECTOR:
Ankush Sachdeva
SECRETARY:
Mr. Saira Mohammed
REGISTERED OFFICE:
6th Floor 9 Appold Street
London
United Kingdom
EC2A 2AP
REGISTERED NUMBER:
14010869 (England and Wales)
AUDITORS:
PG Auditors Ltd
Chartered Certified Accountants
& Statutory Auditors
77 Holyhead Road,
Birmingham, West Midlands
England
B21OLG
Page 1
Sharechat UK Private Limited
Report of the Director
for the Year Ended 31 March 2026
The directors present their report with the financial statements of the company for the year ended 31 March 2026.
PRINCIPAL ACTIVITY
The principal activity of the company is providing business support services for software development.
DIRECTOR
Ankush Sachdeva held office during the whole of the period from 1 April 2025 to the date of this report.
THIRD PARTY IDEMNITY PROVISIONS
Qualifying third party indemnity provisions (as defined by section 234 of the companies Act 2006) were in force during the course of the year ended 31 March 2026 for the benefit of the Director in relation to certain losses and liabilities which they may incur (or have incurred) in connection with their duties, powers or office.
STATEMENT OF DIRECTOR'S RESPONSIBILITIES
The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to:
-
select suitable accounting policies and then apply them consistently;
-
make judgements and accounting estimates that are reasonable and prudent;
-
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.
AUDITORS
The auditors, PG Auditors Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.
ON BEHALF OF THE BOARD:
........................................................................
Ankush Sachdeva - Director
Date:   9 September 2026
Page 2
Report of the Independent Auditors to the Members of
Sharechat UK Private Limited
Opinion
We have audited the financial statements of Sharechat UK Private Limited (the 'company') for the year ended 31 March 2026 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
-
give a true and fair view of the state of the company's affairs as at 31 March 2026 and of its profit for the year then ended;
-
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
Other information
The director is responsible for the other information. The other information comprises the information in the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
-
the information given in the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and
-
the Report of the Director has been prepared in accordance with applicable legal requirements.
Page 3
Report of the Independent Auditors to the Members of
Sharechat UK Private Limited
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Director.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
-
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
-
the financial statements are not in agreement with the accounting records and returns; or
-
certain disclosures of director's remuneration specified by law are not made; or
-
we have not received all the information and explanations we require for our audit; or
-
the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the Report of the Director and from the requirement to prepare a Strategic Report.
Responsibilities of director
As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) 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 financial statements.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We designed procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with management of the Company. Our approach was as follows:
We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those that related to the reporting framework (FRS 102 Section 1A and the Companies Act 2006) and the relevant direct and indirect tax compliance regulations in the United Kingdom.
-
We enquired of management, concerning the company's policies and procedures relating to:
o
the identification, evaluation and compliance with laws and regulations;
o
and the detection and response to the risks of fraud.
-
We enquired of management, whether they were aware of any instances of non-compliance with laws and regulations or whether they had any knowledge of actual, suspected or alleged fraud.
-
We assessed the susceptibility of the Company's financial statements to material misstatement, including risks arising from fraud, in particular management override of controls and occurrence and completeness of expenses. Audit procedures performed by the engagement team included:
o
Tested the appropriateness of entries in the nominal ledger, including journal entries, and reviewed transactions around the reporting period end;
o
                       Page 4
o
Performed substantive procedures on costs.
Report of the Independent Auditors to the Members of
Sharechat UK Private Limited
-
We also made enquiries of management regarding any actual or potential litigation or claims, inspected legal correspondence where applicable, and reviewed board minutes. We also performed procedures to assess whether the disclosures in the financial statements comply with the requirements of the applicable accounting standards.
-
The engagement partner's assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team's understanding of, and practical experience with, audit engagements of a similar nature and complexity, through appropriate training and participation; and knowledge of the industry in which the company operates.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Partha Ghosh (Senior Statutory Auditor)
for and on behalf of PG Auditors Ltd
Chartered Certified Accountants
& Statutory Auditors
77 Holyhead Road,
Birmingham, West Midlands
England
B21OLG
                     Page 5
Date: 9 September 2026
Sharechat UK Private Limited
Income Statement
for the Year Ended 31 March 2026
31.3.26
31.3.25
Notes
£
£
TURNOVER
3
10,975,216
1,777,138
Administrative expenses
4,456,952
4,982,460
6,518,264
(3,205,322)
Other operating income
11,930
-
OPERATING PROFIT/(LOSS)
5
6,530,194
(3,205,322)
Interest receivable and similar income
6
273,465
1,017,571
PROFIT/(LOSS) BEFORE TAXATION
6,803,659
(2,187,751)
Tax on profit/(loss)
7
45,866
248,429
PROFIT/(LOSS) FOR THE FINANCIAL YEAR
6,757,793
(2,436,180)
The notes form part of these financial statements
Page 6
Sharechat UK Private Limited
Other Comprehensive Income
for the Year Ended 31 March 2026
31.3.26
31.3.25
Notes
£
£
PROFIT/(LOSS) FOR THE YEAR
6,757,793
(2,436,180)
OTHER COMPREHENSIVE INCOME
-
-
TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR
6,757,793
(2,436,180)
The notes form part of these financial statements
Page 7
Sharechat UK Private Limited (Registered number: 14010869)
Balance Sheet
31 March 2026
31.3.26
31.3.25
Notes
£
£
£
£
FIXED ASSETS
Tangible assets
8
322
7,479
CURRENT ASSETS
Debtors
9
10,381,482
1,385,220
Cash at bank
48,444
86,092
10,429,926
1,471,312
CREDITORS
Amounts falling due within one year
10
9,146,741
770,916
NET CURRENT ASSETS
1,283,185
700,396
TOTAL ASSETS LESS CURRENT LIABILITIES
1,283,507
707,875
CAPITAL AND RESERVES
Called up share capital
11
500,000
500,000
Other reserves
12
-
6,182,161
Retained earnings
12
783,507
(5,974,286)
SHAREHOLDERS' FUNDS
1,283,507
707,875
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the director and authorised for issue on
9 September 2026
09 September 2026
and were signed by:
........................................................................
Ankush Sachdeva - Director
The notes form part of these financial statements
Page 8
Sharechat UK Private Limited
Statement of Changes in Equity
for the Year Ended 31 March 2026
Called up
share
Retained
Other
Total
capital
earnings
reserves
equity
£
£
£
£
Balance at 1 April 2024
500,000
(3,538,106)
3,836,479
798,373
Changes in equity
Total comprehensive income
-
(2,436,180)
-
(2,436,180)
Share based payment (Refer Note 14)
-
-
2,345,682
2,345,682
Balance at 31 March 2025
500,000
(5,974,286)
6,182,161
707,875
Changes in equity
Total comprehensive income
-
6,757,793
-
6,757,793
Share based payment expense (Refer note 14)
-
-
2,687,013
2,687,013
Transfer to liability (Refer note 14)
-
-
(8,869,174)
(8,869,174)
Balance at 31 March 2026
500,000
783,507
-
1,283,507
The notes form part of these financial statements
Page 9
Sharechat UK Private Limited
Notes to the Financial Statements
for the Year Ended 31 March 2026
1.
STATUTORY INFORMATION
Sharechat UK Private Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.
2.
ACCOUNTING POLICIES
Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006.
The financial statements have been prepared in GBP, which is the functional currency of the company.
Going Concern
The Directors confirm that, after due consideration they have a reasonable expectation that the Company have adequate resources to continue in business to at least twelve months from the date of signing these financial statements. Accordingly, the financial statements for the year ended 31 March 2026 have been prepared on the going concern basis.
Cash flow exemption
The company, being a small company, is exempt from the requirement to draw up a cash flow statement in accordance with Financial Reporting Standard 102.
Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.
Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The policies adopted for the recognition of turnover are as follows: -
Rendering of services: - The Company earns revenue by rendering business support services related to development of software and applications. The Company recognises turnover when its customer obtains control of promised services in an amount that reflects the consideration that the company expects to receive in exchange for those services. The Company recognizes turnover from the provision of services to customers based on an expense plus markup model.
R&D Tax credits
R&D tax credits is recognized as a taxable government grant under when qualifying R&D expenditure is incurred, and receipt is reasonably assured. The gross credit is measured reliably and recognized as Income in the profit or loss. The associated corporation tax is included in the tax expense.
Page 10
continued...
Sharechat UK Private Limited
Notes to the Financial Statements - continued
for the Year Ended 31 March 2026
2.
ACCOUNTING POLICIES - continued
Tangible fixed assets
Tangible fixed assets are stated at cost or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended. Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. The Estimated useful life of the Assets is as under:
Computer- 3 years
Cash and Cash Equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
Debtors and creditors receivable / payable within one year
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.
Current or deferred taxation assets and liabilities are not discounted.
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Foreign exchange
Transactions in currencies other than pounds starting are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight-line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease's asset are consumed.
Page 11
continued...
Sharechat UK Private Limited
Notes to the Financial Statements - continued
for the Year Ended 31 March 2026
2.
ACCOUNTING POLICIES - continued
Employee benefits
When employees have rendered service to the company, short-term employee benefits to which the employees are entitled are recognised at the undiscounted amount expected to be paid in exchange for that service. The Company operates a defined contribution plan for the benefit of its employees. Contributions are expensed as they become payable.
The Company measures the expected cost of holiday pay as the amounts that it expects to pay as a result of the unused holiday entitlement that has accumulated at the reporting date.
Share-based payment
The Company participates in share-based payment arrangements operated by the ultimate parent company, comprising both equity-settled and cash-settled awards. The cost of equity-settled share-based payment transactions with employees is measured by reference to the fair value of the equity instruments at the date of grant and is recognised as an employee benefit expense on a straight-line basis over the vesting period, based on the Company's estimate of the awards that will ultimately vest, with adjustments made for the effect of non-market-based vesting conditions.
Where the Company has an obligation in respect of cash-settled share-based payment arrangements, the awards are measured at fair value at each reporting date, with changes in fair value recognised in profit or loss.
Prior to the amendment of the arrangements described below, the Company did not have an obligation to settle the share-based payment awards. Accordingly, the share-based payment expense relating to both equity-settled and cash-settled awards was recognised with a corresponding amount in other reserves, representing a capital contribution from the ultimate parent company.
During the current year, the arrangements were amended such that the ultimate parent company recharges the related share-based payment costs to the Company. Accordingly, from the date the revised arrangements became effective, the Company recognises a liability to the ultimate parent company in respect of the share-based payment costs and the reserves are reversed.
Further details are provided in Note 14.
3.
TURNOVER
31.3.26
31.3.25
£
£
Sale of Service
10,975,216
1,777,138
Turnover analysed by Geographical Market
31.3.26
31.3.25
£
£
India
10,975,216
1,777,138
4.
EMPLOYEES AND DIRECTORS
The average number of employees during the year was 5 (2025:11).
Their aggregate remuneration comprised:
31.3.26
31.3.25
£
£
Wages, salaries and bonus
967,468
2,057,765
Pension
28,854
        55,256
Social security costs
  148,037
288,242
Staff benefits
3,555
6,470
continued...
1,147,914
2,407,733
continued...
Sharechat UK Private Limited
Notes to the Financial Statements - continued
for the Year Ended 31 March 2026
4.
EMPLOYEES AND DIRECTORS (Continued)
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted GBP 10,591 (2025: GBP 18,042) outstanding at year end.
There is no remuneration paid to directors during the current year.
5.
OPERATING PROFIT/(LOSS)
The operating loss is stated after charging:
31.3.26
31.3.25
£
£
Consultancy Fees
483,757
-
Audit fee
6,400
6,400
Foreign exchange loss
8,676
924
Loss on sale of fixed assets
246
2,283
Depreciation
6,910
8,596
Share based payment cost
2,687,013
2,345,682
6.
INTEREST RECEIVABLE AND SIMILAR INCOME
31.3.26
31.3.25
£
£
Interest Income
496
1,672
R&D tax credits
272,969
1,015,899
273,465
1,017,571
7.
TAXATION
Analysis of the tax charge
The actual charge for the year can be reconciled to the expected charge based on the profit or loss and the standard Rate of tax as follows: -
31.3.26
31.3.25
£
£
Profit/(Loss) before taxation
     6,803,659
(2,187,751)
continued...
Expected tax credit based on the standard rate of corporation tax
in the UK of 25 % (2025: 25 %)
      1,700,915
(546,938)
Tax effect of expenses that are not deductible in determining taxable profit
              -
7,333
Tax effect of Share based payment expense that are not deductible in determining taxable profit
Excess provision of previous year
Tax effect of income that are not chargeable for tax purpose
      671,756
      (15,322)
    (2,350,334)
586,421
-
-
Deferred tax asset not recognised
Tax effect on R&D income
              -
        38,851
201,613
-
Taxation charge for the year
        45,866
248,429
continued...
Sharechat UK Private Limited
Notes to the Financial Statements - continued
for the Year Ended 31 March 2026
8.
TANGIBLE FIXED ASSETS
Computer
equipment
£
COST
At 1 April 2025
24,961
Disposals
(7,890)
At 31 March 2026
17,071
DEPRECIATION
At 1 April 2025
17,482
Charge for year
6,910
Eliminated on disposal
(7,643)
At 31 March 2026
16,749
NET BOOK VALUE
At 31 March 2026
322
At 31 March 2025
7,479
9.
DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.3.26
31.3.25
£
£
Amounts owed by group undertakings
811,595
1,115,151
Other debtors
2,171
2,235
R&D credits receivable
183,563
258,082
VAT
508
9,752
Accrued income*
9,383,645
-
10,381,482
1,385,220
*Accrued income pertains to amounts receivable from ultimate parent company amounting to £ 9,383,645 (PY: Nil)
10.
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.3.26
31.3.25
£
£
Trade creditors
1,291
50,337
Accrued expenses*
9,043,221
134,417
Social security and other taxes
102,229
153,624
Unearned Revenue
-
432,538
9,146,741
770,916
*Accrued expense include to amounts payable to ultimate parent company of £ 8,869,174 (PY: Nil) in relation to recharge cost of share-based payment cost charged to the Company by the ultimate parent company.
11.
CALLED UP SHARE CAPITAL
Allotted, issued and fully paid:
Number:
Class:
Nominal
31.3.26
31.3.25
value:
£
£
continued...
     Page 14
500,000
Equity share
£1
500,000
500,000
continued...
Sharechat UK Private Limited
Notes to the Financial Statements - continued
for the Year Ended 31 March 2026
12.
RESERVES
Retained
Other
earnings
reserves
Totals
£
£
£
At 1 April 2025
(5,974,286)
6,182,161
207,875
Profit for the year
6,757,793
-
6,757,793
Share based payments (refer note 14)
-
2,687,013
2,687,013
Transfer to liability (refer note 14)
-
(8,869,174)
(8,869,174)
At 31 March 2026
783,507
-
783,507
13.
CONTROLLING PARTY
The immediate parent undertaking is Mohalla Internet Private Limited, a company incorporated in India.
The Company's ultimate parent company is Mohalla Tech Private Limited, a company incorporated in India. The parent undertaking of largest group for which consolidated accounts are prepared is Mohalla Tech Private Limited. Consolidated accounts are available from the registrar of Companies North Tower, Vaishnavi Tech Park Survey No.16/1 and Survey No.17/2, Ambalipura Village, Varthur Hobli, Bangalore East Taluka, Bengaluru, Bangalore, Bangalore, Karnataka, India, 560103.
In the opinion of the directors, Mohalla Tech Private Limited is the company's Ultimate parent company and Ultimate controlling party.
continued...
Sharechat UK Private Limited
Notes to the Financial Statements - continued
for the Year Ended 31 March 2026
14.
SHARE-BASED PAYMENT
During the year the company had share-based payment arrangements as follows:
Type of arrangement
2022 Phantom stocks
Restricted Stock Unit Award Plan 2023 (RSU)
Date of grant
Various dates
Various dates
Number granted during the year
17,723
10,070
Maximum term
4 years
4 years
Settlement type
Cash settled
Equity settled
Vesting conditions
If the Consultant achieves the targets/ milestones specifically set out pertaining to any Vesting Qualification Period during such Vesting Qualification Period, then such corresponding number of Phantom Stocks against such Vesting Qualification Period, shall vest to the Consultant on the relevant Vesting Date mentioned against such Vesting Qualification Period In the event the Consultant fails to achieve any relevant targets/ milestones pertaining to and during any Vesting Qualification Period, then the relevant Phantom Stocks pertaining to such Vesting Qualification Period shall not vest and stand lapsed and the Company shall not have any obligation, and the Consultant shall not have any right, in respect of such Phantom Stocks; and In the event the Consultancy Agreement is terminated for any reason whatsoever, then the Parties agree that all unvested Phantom Stocks as of the date of such termination shall stand lapsed in entirety and the Company shall not have any obligation, and the Consultant shall not have any right, in respect of such unvested Phantom Stocks.
The vesting of an Award would also be subject to the terms and conditions as may be stipulated by the Board from time to time including but not limited to satisfactory performance of the Participants in the Company / its Subsidiaries, their continued employment with the Company/its Subsidiaries, as applicable. The time based-vesting period for Award shall not be less than for the period as mandatorily required under Applicable Law. The Award could vest in tranches. The number of RSUs and terms of the same to be granted to the Participant (including the Time-Based Vesting Schedule and Event-Based Vesting Conditions could vary at the discretion of the Board.)
continued...
Page 16
Pae 15
continued...
Sharechat UK Private Limited
Notes to the Financial Statements - continued
for the Year Ended 31 March 2026
14.
SHARE-BASED PAYMENT (Continued)
The number and weighted average exercise prices of 2022 Phantom stocks during the year are as follows:
31.3.2026
31.3.2025
Number
Weighted average exercise price (£)
Number
Weighted average exercise price (£)
(£)
(£)
Outstanding at beginning of year
3,296
-
4,749
-
Granted during the year
17,723
-
-
-
Cancelled during the year
-
-
     (1,453)
-
Exercised during the year
-
-
-
-
Expired during the year
-
-
-
-
Outstanding at end of year
21,019
       -
   4,749
      -
Exercisable at end of year
21,019
  -
3,926
-
The number and weighted average exercise prices of Restricted Stock Unit Award Plan 2023 (RSU) during the year are as follows:
31.3.2026
31.3.2025
Number
Weighted average exercise price (£)
Number
Weighted average exercise price (£)
(£)
(£)
Outstanding at beginning of year
44,219
-
33,935
-
Granted during the year
10,070
-
43,126
-
Cancelled during the year
(8,090)
-
(32,842)
-
Exercised during the year
-
-
-
-
Expired during the year
-
-
-
-
Outstanding at end of year
46,199
      -
44,219
      -
Exercisable at end of year
30,402
-
16,851
-
The fair value of each share option granted was measured using the Black-Scholes-Merton option pricing model at all the grant dates. The liability in respect of the cash-settled share-based payment arrangements is measured at fair value at each reporting date using an appropriate valuation methodology, with changes in fair value recognised in profit or loss.
Until the previous year, the parent company granted rights to its equity instruments to employees of the Company. As the Company was not required to settle the awards by delivering the ultimate parent company's equity instruments, the share-based payment arrangement was accounted for as an equity-settled share-based payment transaction from the Company's perspective. Accordingly, the Company recognised the employee services received as an expense, with a corresponding increase in equity recognised as a contribution from the ultimate parent.
continued...
During the current year, the terms of the share-based payment arrangements were amended such that the ultimate parent is entitled to recharge the related share-based payment costs to the Company. As a result of the revised arrangements, the Company is now considered to have an obligation to settle the amounts recharged by the ultimate parent. The change in the arrangements represents a change in the underlying facts and circumstances and has therefore been accounted for prospectively from the date on which the revised arrangements became effective. Accordingly, the share-based payment arrangement has been accounted for as a cash-settled share-based payment transaction by the Company, with a corresponding liability recognised in respect of the recharge payable.
continued...
Sharechat UK Private Limited
Notes to the Financial Statements - continued
for the Year Ended 31 March 2026
14.
SHARE-BASED PAYMENT (Continued)
The total share-based payment expense and deemed contribution (other reserves) recognised during the previous year in respect of share-based payments totalled £ 2,345,682. The accumulated capital contribution until 31 March 2025 was £ 6,182,161.
During the current year the company recorded a share-based payment expense and a capital contribution to ultimate parent company of £ 2,687,013.
Further, pursuant to the recharge agreement as the ultimate parent company is now charging the Company for these costs and hence the capital contribution of £ 8,869,174 has been transferred to liability from the date of that agreement.
Also refer note 5 and note 10.
15.
EVENTS AFTER REPORTING PERIOD
Subsequent events have been evaluated till the date on which is the financial statements were issued. There are no subsequent events which have impact on the financial statements.
16.
PREVIOUS YEAR FIGURES
continued...
The previous year figures have been regrouped/reclassified where necessary to facilitate comparison with current year.
continued...
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