Swiggy Limited, Prospectus (Nov. 8, 2024)
Summary
Swiggy Limited's Prospectus, dated November 8, 2024, sets the offer price at ₹390 per equity share, including a premium of ₹389, for an offer aggregating to ₹113,274.27 million. The offer comprises a fresh issue of 115,407,051 equity shares aggregating to ₹ 44,990.00 million and an offer for sale. An Employee Discount of ₹25 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion. The prospectus states that the company does not have an identifiable promoter and that the offer was made under Regulation 6(2) of the SEBI ICDR Regulations.
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Cite this document
“Swiggy Limited, Prospectus (Nov. 8, 2024).”
Original at www.swiggy.com. Archived at Pandemic Darlings on 2026-06-27, https://pandemicdarlings.com/source-documents/swiggy-limited-prospectus-nov-8-2024-b8b276ff9c/
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This is the first part of the text (pages 1 to 353 of 541). The full document is in our copy of the file, swiggy-limited-prospectus-final-filing-version-pdf_50f1c549f182b493.pdf, listed under File and source; the original is at swiggy.com.
PROSPECTUS
Dated: November 8, 2024
Please read Section 26 of the Companies Act, 2013
100% Book Built Offer
(Please scan this QR code to view the Prospectus)
SWIGGY LIMITED
Corporate Identity Number: U74110KA2013PLC096530
REGISTERED AND CONTACT PERSON EMAIL AND WEBSITE
CORPORATE OFFICE TELEPHONE
No. 55, Sy No. 8-14, M. Sridhar Email: www.swiggy.com
Ground Floor, I&J Block, Company Secretary and secretarial@swiggy.in
Embassy Tech Village, Outer Compliance Officer Tel: + 91 95907 56603
Ring Road, Devarbisanahalli,
Bengaluru 560 103, Karnataka,
India
OUR COMPANY DOES NOT HAVE AN IDENTIFIABLE PROMOTER
DETAILS OF THE OFFER TO THE PUBLIC
TYPE FRESH ISSUE OFFER FOR TOTAL OFFER ELIGIBILITY AND RESERVATIONS
SIZE* SALE SIZE SIZE
Fresh Issue and Fresh Issue of 175,087,863* Equity 290,494,914* The Offer was made pursuant to Regulation 6(2) of the
*
Offer for Sale 115,407,051 equity Shares aggregating Equity Shares Securities and Exchange Board of India (Issue of Capital
shares of face value to ₹68,284.27 aggregating to and Disclosure Requirements) Regulations, 2018, as
of ₹1 each (“Equity million* ₹113,274.27 amended (“SEBI ICDR Regulations”), as our Company
Shares”) million*^ did not fulfil the requirements under Regulation 6(1)(b)
aggregating to ₹ of the SEBI ICDR Regulations. For further details, see
44,990.00 million*^ “Other Regulatory and Statutory Disclosures – Eligibility
for the Offer” on page 409. For details in relation to
Qualified Institutional Bidders, Non-Institutional Bidders
and Retail Individual Bidders and Eligible Employees,
see “Offer Structure” beginning on page 441.
*Subject to finalisation of Basis of Allotment
^ An Employee Discount of ₹25 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
DETAILS OF THE OFFER FOR SALE
NAME OF SELLING TYPE NUMBER OF EQUITY SHARES WEIGHTED AVERAGE COST OF
SHAREHOLDER OFFERED/ AMOUNT (₹ IN ACQUISITION PER EQUITY
MILLION) SHARE
(IN ₹)*#^
Accel India IV (Mauritius) Corporate Selling 10,572,706 Equity Shares aggregating 11.17
Limited Shareholder to ₹4,123.36 million
Apoletto Asia Ltd Corporate Selling 1,696,504 Equity Shares aggregating 13.98
Shareholder to ₹661.64 million
Alpha Wave Ventures, LP Corporate Selling 5,573,473 Equity Shares aggregating to 178.90
Shareholder ₹ 2,173.65 million
Coatue PE Asia XI LLC Corporate Selling 3,885,413 Equity Shares aggregating to 101.49
Shareholder ₹1,515.31 million
DST EuroAsia V B.V. Corporate Selling 5,621,668 Equity Shares aggregating 94.75
Shareholder to ₹2,192.45 million
Elevation Capital V Limited Corporate Selling 7,396,253 Equity Shares aggregating to 11.44
Shareholder ₹2,884.54 million
Inspired Elite Investments Corporate Selling 6,747,246 Equity Shares aggregating 90.81
Limited Shareholder to ₹2,631.43 million
MIH India Food Holdings Corporate Selling 109,096,540 Equity Shares aggregating 131.15
B.V. Shareholder to ₹42,547.65 million
Norwest Venture Partners VII- Corporate Selling 6,406,307 Equity Shares aggregating to 14.82
A-Mauritius Shareholder ₹2,498.46 million
Tencent Cloud Europe B.V. Corporate Selling 6,327,243 Equity Shares aggregating to 165.47
Shareholder ₹2,467.62 million
*As certified by Manian and Rao, Chartered Accountants by their certificate dated November 8, 2024. For a complete list of all Selling Shareholders and their average cost of acquisition
per Equity Share, see “Summary of the Offer Document – Average cost of acquisition of the Selling Shareholders” on page 23.
#
Calculated on a fully diluted basis.
^ The amount paid on the acquisition of the CCPS has been considered as the basis for arriving at the cost of acquisition of Equity Shares..
For further details in relation to the Selling Shareholders, see “The Offer” beginning on page 71.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of
the Equity Shares is ₹1 each. The Floor Price and Cap Price as determined by our Company, in consultation with the Book Running Lead
Managers, and the Offer Price determined by our Company, in consultation with the Book Running Lead Managers, in accordance with the
SEBI ICDR Regulations, and on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process,
as stated under “Basis for Offer Price” beginning on page 162 should not be considered to be indicative of the market price of the Equity
Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares nor
regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they
can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment
decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer,
including the risks involved. The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board
of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Prospectus. Specific attention of the investors
is invited to “Risk Factors” beginning on page 33.
COMPANY’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information
with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Prospectus is
true and correct in all material aspects and is not misleading in any material respect, that opinions and intentions expressed herein are honestly
held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression
of any such opinions or intentions misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, accepts
responsibility for and only confirms the statements specifically made or confirmed by such Selling Shareholder in this Prospectus solely in
relation to such Selling Shareholder and its respective portion of the Offered Shares and assumes responsibility that such statements are true
and correct in all material respects and not misleading in any material respect. Each of the Selling Shareholders, severally and not jointly,
assumes no responsibility for any other statements, disclosures and undertakings, including, any of the statements, disclosures or
undertakings made or confirmed by or in relation to our Company or our Company’s business, or any other Selling Shareholders or any
other person(s), in this Prospectus.
LISTING
The Equity Shares offered through the Red Herring Prospectus and this Prospectus are proposed to be listed on the Stock Exchanges being
BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE” and together with BSE, the “Stock Exchanges”). For the
purposes of the Offer, the Designated Stock Exchange is NSE.
BOOK RUNNING LEAD MANAGERS
Name of Book Running Contact Email and Name of Book Running Lead Contac Email and Telephone
Lead Manager and Person Telephone Manager and Logo t
Logo Person
Ganesh Rane E-mail: Meet E-mail:
swiggy.ipo@kotak.c Panchal SWIGGY_IPO@jpmorgan.com;
Kotak Mahindra J.P. Morgan India Private
om; / Tel: +91 22 6157 3000
Capital Company Limited
Tel: +91 22 4336 Rishank
Limited 0000 Chheda
Abhishek E-mail: Aparajit E-mail:
Mawandiya swiggyipo@citi.com BofA Securities India Limited Varadh dg.swiggy_ipo@bofa.com;
Citigroup Global ; an Tel: +91 22 6632 8000
Markets India Private Tel: +91 22 6175
Limited 9999
Suhani E-mail: Ashik E-mail:
Jefferies India Private Bhareja Swiggy.IPO@jefferi Joisar / swiggy.ipo@icicisecurities.com;
es.com; ICICI Securities Limited Gaurav Tel: +91 22 6807 7100
Limited
Tel: +91 22 4356 Mittal
6000
Sarthak Sawa/ E-mail: ś
Avendus Capital Shantanu swiggy.ipo@avendu
Private Limited Chate s.com;
Tel: +91 22 6648
0050
REGISTRAR TO THE OFFER
Name of the Registrar Contact Person Email and Telephone
Link Intime India Private Limited Shanti Gopalakrishnan E-mail: swiggy.ipo@linkintime.co.in
Tel: +91 810 811 4949
BID/OFFER PERIOD
ANCHOR Tuesday, November BID/ OFFER Wednesday, BID/ OFFER Friday, November 8,
INVESTOR 5, 2024 OPENED ON November 6, 2024 CLOSED ON 2024
BIDDING DATE
SWIGGY LIMITED
Our Company was incorporated as ‘Bundl Technologies Private Limited’ as a private limited company under the Companies Act, 1956, pursuant to the certificate of incorporation dated December 26, 2013, issued by the Registrar of Companies, Andhra
Pradesh at Hyderabad. Subsequent to a change in our registered office from the state of Andhra Pradesh to the state of Karnataka pursuant to the Board resolution dated November 2, 2015, and the special resolution passed by our Shareholders on December
11, 2015, a fresh certificate of registration dated September 19, 2016, was issued by the Registrar of Companies, Karnataka at Bengaluru (“RoC”). Our Company changed its name to “Swiggy Private Limited” pursuant to the Board resolution dated January
25, 2024, and the special resolution dated February 19, 2024, further to which a fresh certificate of incorporation dated April 1, 2024 was issued by the Registrar of Companies, Office of the Central Processing Centre (“RoC, CPC”). Our Company was
subsequently converted into a public limited company pursuant to the Board resolution dated February 14, 2024 and the special resolution passed by our Shareholders on February 19, 2024 and the name of our Company was changed to ‘Swiggy Limited’. A
fresh certificate of incorporation dated April 10, 2024 was accordingly issued by the RoC, CPC. For further details of changes in the name of our Company and the Registered and Corporate Office, see “History and Certain Corporate Matters – Brief History
of our Company” on page 239.
Registered and Corporate Office: No. 55, Sy No. 8-14, Ground Floor, I&J Block, Embassy Tech Village, Outer Ring Road, Devarbisanahalli, Bengaluru 560 103, Karnataka, India;
Tel: + 91 95907 56603; Website: www.swiggy.com; Contact person: M. Sridhar, Company Secretary and Compliance Officer;
E-mail: secretarial@swiggy.in; Corporate Identity Number: U74110KA2013PLC096530
OUR COMPANY DOES NOT HAVE AN IDENTIFIABLE PROMOTER
INITIAL PUBLIC OFFERING OF 290,494,914* EQUITY SHARES OF FACE VALUE OF ₹1 EACH (“EQUITY SHARES”) OF SWIGGY LIMITED (OUR “COMPANY” OR THE “COMPANY”) FOR CASH AT A PRICE OF ₹390^
PER EQUITY SHARE (INCLUDING A PREMIUM OF ₹389^ PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING TO ₹113,274.27 MILLION^ (THE “OFFER”) COMPRISING A FRESH ISSUE OF 115,407,051* EQUITY
SHARES AGGREGATING TO ₹ 44,990.00 MILLION*^ (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF 175,087,863* EQUITY SHARES AGGREGATING TO ₹68,284.27 MILLION* (THE “OFFER FOR SALE”), CONSISTING
OF 4,682,842* EQUITY SHARES AGGREGATING TO ₹1,826.31 MILLION*^ BY THE INDIVIDUAL SELLING SHAREHOLDERS (AS DEFINED HEREINAFTER) AND 170,405,021* EQUITY SHARES AGGREGATING TO
₹66,457.96 MILLION*^ BY CORPORATE SELLING SHAREHOLDERS (AS DEFINED HEREINAFTER) (COLLECTIVELY, THE “SELLING SHAREHOLDERS” AND SUCH EQUITY SHARES, THE “OFFERED SHARES”). FOR
DETAILS OF THE SELLING SHAREHOLDERS, PLEASE REFER TO ANNEXURE B.
THE OFFER INCLUDED A RESERVATION OF 750,000 EQUITY SHARES OF FACE VALUE OF ₹1 EACH, AGGREGATING TO ₹273.75 MILLION, FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES NOT EXCEEDING 5% OF
OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL (THE “EMPLOYEE RESERVATION PORTION”). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE “NET
OFFER”. THE OFFER AND THE NET OFFER CONSTITUTES 12.98% AND 12.94%, RESPECTIVELY, OF THE FULLY DILUTED POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. OUR COMPANY, IN
CONSULTATION WITH THE BRLMS OFFERED A DISCOUNT OF ₹25 PER EQUITY SHARE TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION (“EMPLOYEE DISCOUNT”).
THE FACE VALUE OF THE EQUITY SHARE IS ₹1 EACH AND THE OFFER PRICE IS 390 TIMES THE FACE VALUE.
*Subject to finalisation of Basis of Allotment.
^An Employee Discount of ₹25 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
This was an Offer in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations. This Offer was made through the Book Building Process in compliance with Regulation 6(2) of the SEBI ICDR Regulations wherein not less
than 75% of the Net Offer was made available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs” and such portion the “QIB Portion”) provided that our Company and Selling Shareholders, in consultation with the BRLMs,
allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (“Anchor Investor Portion”), of which one-third was reserved for domestic Mutual Funds, subject to valid Bids having
been received from domestic Mutual Funds at or above the price at which Equity Shares were allocated to the Anchor Investors (“Anchor Investor Allocation Price”), in accordance with the SEBI ICDR Regulations. In the event of under-subscription or
non-allocation in the Anchor Investor Portion, the balance Equity Shares was required to be added to the QIB Portion (excluding the Anchor Investor Portion) (“Net QIB Portion”). Further, 5% of the Net QIB Portion was made available for allocation on
a proportionate basis to Mutual Funds only and the remainder of the Net QIB Portion were made available for allocation on a proportionate basis to all QIBs (other than Anchor Investors) including Mutual Funds, subject to valid Bids having been received
at or above the Offer Price. If at least 75% of the Net Offer cannot be Allotted to QIBs, then the entire Bid Amount (as defined hereinafter) will be refunded forthwith. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB
Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining QIB Portion for proportionate allocation to QIBs. Further, not more than 15% of the Net Offer was available for allocation to Non-
Institutional Bidders (“NIBs”) of which (a) one third portion was reserved for NIBs with application size of more than ₹200,000 and up to ₹1,000,000; and (b) two-thirds of the portion was reserved for NIBs with application size of more than ₹1,000,000,
provided that the unsubscribed portion in either of such sub-categories may be allocated to Bidders in other sub-category of the NIBs in accordance with SEBI ICDR Regulations, subject to valid Bids having been received above the Offer Price and not
more than 10% of the Net Offer was available for allocation to Retail Individual Bidders (“RIB”) in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received from them at or above the Offer Price. Further, Equity Shares will
be allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids having been received from them at or above the Offer Price. All Bidders (except Anchor Investors) were required to
mandatorily utilise the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective ASBA accounts and UPI ID (in case of UPI Bidders (defined hereinafter) using the UPI Mechanism), in which case the
corresponding Bid Amounts were be blocked by the SCSBs or under the UPI Mechanism, as applicable to participate in the Offer. Anchor Investors were not permitted to participate in the Anchor Investor Portion of the Offer through the ASBA process.
For details, see “Offer Procedure” beginning on page 445.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹1 each. The Floor Price and Cap Price, determined by our Company, in consultation with the
BRLMs, and the Offer Price determined by our Company, in consultation with the BRLMs, on the basis of assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for Offer Price” beginning on page
162, in accordance with the SEBI ICDR Regulations, should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding active and/or sustained trading in the Equity
Shares nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully
before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer have not been recommended or
approved by SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Prospectus. Specific attention of the investors is invited to “Risk Factors” beginning on page 33.
COMPANY AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained
in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole
or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, accepts responsibility for and only confirms the statements specifically made or
confirmed by such Selling Shareholder in this Prospectus solely in relation to such Selling Shareholder and its respective portion of the Offered Shares and assumes responsibility that such statements are true and correct in all material respects and not
misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, assumes no responsibility for any other statements, disclosures and undertakings, including, any of the statements, disclosures or undertakings made or confirmed
by or in relation to our Company or our Company’s business, or any other Selling Shareholders or any other person(s), in this Prospectus.
LISTING
The Equity Shares that have been Allotted through the Red Herring Prospectus and this Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity Shares
pursuant to their letters each dated August 6, 2024. For the purposes of the Offer, the Designated Stock Exchange is NSE. A signed copy of the Red Herring Prospectus was and this Prospectus shall be delivered to the RoC in accordance with Sections 26(4)
and 32 of the Companies Act, 2013. For details of the material contracts and documents which were made available for inspection from the date of the Red Herring Prospectus up to the Bid/ Offer Closing Date, see “Material Contracts and Documents for
Inspection” beginning on page 495.
BOOK RUNNING LEAD MANAGERS TO THE OFFER REGISTRAR TO THE OFFER
Kotak Mahindra Capital Company Limited J.P. Morgan India Private Limited Citigroup Global Markets India Private Limited Link Intime India Private Limited
1st Floor, 27 BKC, Plot No. C – 27 J.P. Morgan Tower, Off CST Road 1202, 12th Floor, First International Financial Center C-101, 1st Floor, 247 Park
“G” Block, Bandra Kurla Complex Kalina, Santacruz (East) G – Block, Bandra Kurla Complex, Bandra (East) L.B.S. Marg, Vikhroli West
Bandra (East) Mumbai 400 098 Mumbai 400 098 Mumbai 400 083
Mumbai 400 051 Maharashtra, India Maharashtra, India Maharashtra, India
Maharashtra, India Tel: +91 22 6157 3000 Tel: +91 22 6175 9999 Tel: +91 810 811 4949
Tel: +91 22 4336 0000 E-mail: SWIGGY_IPO@jpmorgan.com E-mail: swiggyipo@citi.com Website: www.linkintime.co.in
E-mail: swiggy.ipo@kotak.com Website: www.jpmipl.com Website: Investor Grievance ID: swiggy.ipo@linkintime.co.in
Website: https://investmentbank.kotak.com Investor Grievance ID: www.online.citibank.co.in/rhtm/citigroupglobalscreen1.ht Contact Person: Shanti Gopalkrishnan
Investor Grievance ID: kmccredressal@kotak.com investorsmb.jpmipl@jpmorgan.com m SEBI Registration Number: INR000004058
Contact Person: Ganesh Rane Contact Person: Meet Panchal / Rishank Chheda Investor Grievance ID: investors.cgmib@citi.com
SEBI Registration Number: INM000008704 SEBI Registration Number: INM000002970 Contact Person: Abhishek Mawandiya
SEBI Registration Number: INM000010718
BOOK RUNNING LEAD MANAGERS TO THE OFFER
BofA Securities India Limited Jefferies India Private Limited ICICI Securities Limited Avendus Capital Private Limited
Ground Floor, “A” Wing, One BKC, “G” Block, Bandra Kurla Level 16, Express Towers ICICI Venture House, Appasaheb Marathe Marg Platina Building, 9th Floor 901, Plot No C-59
Complex Nariman Point, Mumbai 400 021 Prabhadevi, Mumbai 400 025 Bandra-Kurla Complex, Bandra (East)
Bandra (East), Mumbai 400 051 Maharashtra, India Maharashtra, India Mumbai 400 051
Maharashtra, India Tel: +91 22 4356 6000 Tel: +91 22 6807 7100 Maharashtra, India
Tel: +91 22 6632 8000 E-mail: Swiggy.IPO@jefferies.com E-mail: swiggy.ipo@icicisecurities.com Tel: +91 22 6648 0050
E mail: dg.swiggy_ipo@bofa.com Investor Grievance ID: jipl.grievance@jefferies.com
Website: www.icicisecurities.com E-mail: swiggy.ipo@avendus.com
Website: www.business.bofa.com/bofas-india Website: www.jefferies.com Investor Grievance ID: Website: www.avendus.com
Investor Grievance ID: dg.india_merchantbanking@bofa.com Contact Person: Suhani Bhareja customercare@icicisecurities.com Investor grievance ID: investorgrievance@avendus.com
Contact Person: Aparajit Varadhan SEBI Registration No: INM000011443 Contact Person: Ashik Joisar / Gaurav Mittal Contact person: Sarthak Sawa/ Shantanu Chate
SEBI Registration Number: INM000011625 SEBI Registration Number: INM000011179 SEBI registration no.: INM000011021
BID/ OFFER PERIOD
ANCHOR INVESTOR BIDDING DATE Tuesday, November 5, 2024 BID/ OFFER OPENED ON Wednesday, November 6, 2024 BID/ OFFER CLOSED ON Friday, November 8, 2024
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TABLE OF CONTENTS
SECTION I: GENERAL ........................................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS .............................................................................................................................. 1
SUMMARY OF THE OFFER DOCUMENT ....................................................................................................................... 17
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION ..................................................................................................................................... 27
FORWARD-LOOKING STATEMENTS ............................................................................................................................. 32
SECTION II: RISK FACTORS ............................................................................................................................................. 33
SECTION III: INTRODUCTION.......................................................................................................................................... 71
THE OFFER .......................................................................................................................................................................... 71
SUMMARY OF FINANCIAL INFORMATION ................................................................................................................. 74
GENERAL INFORMATION ................................................................................................................................................ 82
CAPITAL STRUCTURE ...................................................................................................................................................... 92
OBJECTS OF THE OFFER ................................................................................................................................................ 142
BASIS FOR OFFER PRICE................................................................................................................................................ 162
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS .............................................................................................. 178
SECTION IV: ABOUT OUR COMPANY .......................................................................................................................... 184
INDUSTRY OVERVIEW ................................................................................................................................................... 184
OUR BUSINESS ................................................................................................................................................................. 204
KEY REGULATIONS AND POLICIES ............................................................................................................................ 233
HISTORY AND CERTAIN CORPORATE MATTERS .................................................................................................... 239
OUR MANAGEMENT ....................................................................................................................................................... 257
OUR PRINCIPAL SHAREHOLDER ................................................................................................................................. 276
DIVIDEND POLICY .......................................................................................................................................................... 278
SECTION V: FINANCIAL INFORMATION .................................................................................................................... 279
RESTATED CONSOLIDATED FINANCIAL INFORMATION ...................................................................................... 279
OTHER FINANCIAL INFORMATION ............................................................................................................................. 357
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
............................................................................................................................................................................................. 359
CAPITALISATION STATEMENT .................................................................................................................................... 391
FINANCIAL INDEBTEDNESS ......................................................................................................................................... 392
SECTION VI: LEGAL AND OTHER INFORMATION .................................................................................................. 394
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ......................................................................... 394
GOVERNMENT AND OTHER APPROVALS ................................................................................................................. 401
SECTION VII: GROUP COMPANIES .............................................................................................................................. 404
SECTION VIII: OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................ 407
SECTION IX: OFFER INFORMATION............................................................................................................................ 435
TERMS OF THE OFFER .................................................................................................................................................... 435
OFFER STRUCTURE ......................................................................................................................................................... 441
OFFER PROCEDURE ........................................................................................................................................................ 445
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ................................................................... 464
SECTION X: DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION .............. 466
SECTION XI: OTHER INFORMATION ........................................................................................................................... 495
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................................................ 495
DECLARATION ................................................................................................................................................................... 500
SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies or unless
otherwise specified, shall have the meanings as provided below. References to any legislation, act, regulation, rules, guidelines,
clarifications or policies or articles of association or memorandum of association shall be to such legislation, act, regulation,
rules, guidelines, clarifications or policies or articles of association or memorandum of association as amended, supplemented
or re-enacted from time to time, and any reference to a statutory provision shall include any subordinate legislation made from
time to time under that provision. In case of any inconsistency between the definitions given below and the definitions contained
in the General Information Document, the definitions given below shall prevail.
The words and expressions used in this Prospectus but not defined herein shall have, to the extent applicable, the same meanings
ascribed to such terms under the SEBI ICDR Regulations, the SEBI Act, the Companies Act, the SCRA, the Depositories Act
and the rules and regulations notified thereunder.
Notwithstanding the foregoing, the terms used in “Objects of the Offer”, “Basis for Offer Price”, “Statement of Possible Special
Tax Benefits”, “Industry Overview”, “Key Regulations and Policies”, “History and Certain Corporate Matters”, “Restated
Consolidated Financial Information”, “Management’s Discussion and Analysis of Financial Condition and Results of
Operations”, “Financial Indebtedness”, “Outstanding Litigation and Material Developments”, “Other Regulatory and
Statutory Disclosures” and “Description of Equity Shares and Terms of Articles of Association” beginning on pages 142, 162,
178, 184, 226, 233, 239, 279, 359, 392, 394, 407 and 466 respectively, shall have the meanings ascribed to them in the relevant
section.
General Terms
Term Description
“our Company” or “the Company” Swiggy Limited (formerly known as Swiggy Private Limited and Bundl Technologies Private Limited),
a public limited company, incorporated under the Companies Act, 1956, having its Registered and
Corporate Office at No. 55, Sy No. 8-14, Ground Floor, I&J Block, Embassy Tech Village, Outer Ring
Road, Devarbisanahalli, Bengaluru 560 103, Karnataka, India
“we”, “us” or “our” Unless the context otherwise indicates or implies, refers to our Company and our Subsidiaries,
collectively
Company Related Terms
Term Description
“360 ONE DoA” Deed of accession dated February 5, 2024, entered into by and between Times Internet Limited and 360
ONE Special Opportunities – Series 12
“360 ONE Special Opportunities 360 ONE Special Opportunities Fund – Series 8, previously known as IIFL Special Opportunities Fund
Fund – Series 8” or “IIFL Special – Series 8
Opportunities Fund – Series 8”
“360 ONE Special Opportunities 360 ONE Special Opportunities Fund – Series 12, previously known as IIFL Monopolistic Market
Fund – Series 12” or “IIFL Intermediaries Fund
Monopolistic Market
Intermediaries Fund”
“Accel Entities” Collectively, Accel India IV (Mauritius) Limited and Accel Leaders 3 Holdings (Mauritius) Ltd.
“Amendment cum Waiver Amendment and waiver cum consent agreement dated April 26, 2024 to the Shareholders’ Agreement
Agreement” entered into by and between Accel Leaders 3 Holdings (Mauritius) Ltd., Apoletto Asia Ltd, Coatue PE
Asia XI LLC, DST EuroAsia V B.V., DST Asia VI, Harmony Partners (Mauritius) Ltd., HH BTPL
Holdings II Pte. Ltd., Inspired Elite Investments Limited, MACM India Growth Fund, MIH India Food
Holdings B.V., Norwest Venture Partners VII-A-Mauritius, RB Investments Pte. Ltd., Elevation Capital
V Limited, Tencent Cloud Europe B.V., Hadley Harbor Master Investors (Cayman) II L.P., KIP Re-Up
Fund, Ark India Food-Tech Private Investment Trust, Ark India Innovation Capital Private Investment
Trust, SVIC No. 38 New Technology Business Investment L.L.P., SVIC No. 45 New Technology
Business Investment L.L.P., SVIC No. 34 New Technology Business Investment L.L.P., INQ Holding
LLC, Alpha Wave Ventures, LP, Accel India IV (Mauritius) Limited, Amansa Investments Ltd., Lathe
Investment Pte. Ltd., TIMF Holdings, Think India Opportunities Master Fund LP, CGH AMSIA S.à
r.l., Goldman Sachs Asia Strategic Pte. Ltd., West Street Global Growth Partners (Singapore) Pte. Ltd.,
West Street Global Growth Partners Emp (Singapore) Pte. Ltd., Motilal Oswal Financial Services
Limited, Navin Agarwal, Ghisallo Master Fund LP, Kotak Pre-IPO Opportunities Fund, Axis Growth
Avenue AIF – I, Sixteenth Street Asian GEMS Fund, Dovetail Global Fund PCC -Cell 15, Segantii
India (Mauritius), 360 ONE Special Opportunities Fund - Series 8, 360 ONE Special Opportunities
Fund – Series 12, Time Capital Foodtech Advisors LP, Baron Emerging Markets Fund, Alpha Wave
Ventures II, LP, Invesco Emerging Markets Equity Fund, LP, Invesco Emerging Markets Equity Trust,
Invesco Developing Markets Fund through OFI Global China Fund LLC, P.R. Venketrama Raja, P.V.
Abinav Ramasubramaniam Raja, The Ramco Cements Limited, Ramco Industries Limited, Ramco
Industrial and Technology Services Limited, Rajapalayam Mills Limited, Anuj Lal and Sharmishta
1
Term Description
Niranthari Lal, Inder Soni, G.Ramanarayanan and P.C. Vijay as trustees of Lynks Shareholders’ Trust,
Times Internet Limited, Sriharsha Majety, Lakshmi Nandan Reddy Obul, Rahul Jaimini, SoftBank and
our Company
“Articles of Association” or The articles of association of our Company, as amended
“AoA” or “Articles”
“Associate” or “LHPL” Loyal Hospitality Private Limited
“Audit Committee” The audit committee of our Board, as described in “Our Management – Committees of the Board –
Audit Committee” on page 265
“Auditors” or “Statutory The statutory auditors of our Company, being B S R & Co. LLP, Chartered Accountants
Auditors”
“Bonus CCPS” Compulsorily convertible bonus preference shares of face value of ₹1,000 each
“Board” or “Board of Directors” The board of directors of our Company, as described in “Our Management” beginning on page 257
“CCPS” Collectively, Series A CCPS, Series B CCPS, Series C CCPS, Series D CCPS, Bonus CCPS, Series E
CCPS, Series F CCPS, Series G CCPS, Series H CCPS, Series I CCPS, Series I-2 CCPS, Series J CCPS,
Series J-2 CCPS, Series K CCPS and Series K1 CCPS. As on the date of this Prospectus, the Company
does not have any outstanding CCPS. For further details, see “Capital Structure – Notes to the Capital
Structure - Share capital history of our Company - Preference share capital” on page 100.
“Chief Financial Officer” Chief Financial Officer of our Company, being Rahul Bothra
“Committee(s)” Duly constituted committee(s) of our Board of Directors, as described in “Our Management –
Committees of our Board” on page 265
“Company Secretary and Company Secretary and Compliance Officer of our Company, being M. Sridhar, as disclosed in “Our
Compliance Officer” Management” beginning on page 257
“Corporate Selling Shareholders” Accel India IV (Mauritius) Limited, Alpha Wave Ventures, LP, Apoletto Asia Ltd, Baron Emerging
Markets Fund, Coatue PE Asia XI LLC, DST Asia VI, DST EuroAsia V B.V., Elevation Capital V
Limited, Goldman Sachs Asia Strategic Pte. Ltd., Harmony Partners (Mauritius) Ltd., HH BTPL
Holdings II Pte. Ltd., Inspired Elite Investments Limited, Lynks Shareholders' Trust, MIH India Food
Holdings B.V., Norwest Venture Partners VII-A-Mauritius, Tencent Cloud Europe B.V., Times Internet
Limited, West Street Global Growth Partners (Singapore) Pte. Ltd. and West Street Global Growth
Partners Emp (Singapore) Pte. Ltd.
“Corporate Social Responsibility The corporate social responsibility committee of our Board, as described in “Our Management –
Committee” Committees of the Board – Corporate Social Responsibility Committee” on page 269
“Director(s)” The directors on our Board, as appointed from time to time
“Equity Shares” Equity shares of our Company of face value of ₹1 each
“ESOP 2015” Swiggy Employee Stock Option Plan, 2015
“ESOP 2021” Swiggy Employee Stock Option Plan, 2021
“ESOP 2024” Swiggy Employee Stock Option Plan, 2024
“ESOP Schemes” Collectively, ESOP 2015, ESOP 2021 and ESOP 2024 and any other ESOP scheme that the Company
may adopt in accordance with applicable law until filing of this Prospectus with the RoC
“Executive Director(s)” The executive Directors on our Board, as disclosed in “Our Management” beginning on page 257
“Finance and General The finance and general management committee of our Board
Management Committee”
“Founders” Collectively, Sriharsha Majety and Lakshmi Nandan Reddy Obul
“Group Companies” Group companies of our Company in accordance with Regulation 2(1)(t) of the SEBI ICDR
Regulations, as disclosed in “Group Companies” beginning on page 404
“Independent Chartered Manian and Rao, Chartered Accountants
Accountants”
“Independent Directors” Independent Directors on our Board, as disclosed in “Our Management” beginning on page 257
“Individual Selling Shareholders” Lakshmi Nandan Reddy Obul, Rahul Jaimini, Samina Hamied and Sriharsha Majety
“IPO Committee” The IPO committee of our Board
“Key Managerial Personnel” or Key managerial personnel of our Company in accordance with Regulation 2(1)(bb) of the SEBI ICDR
“KMP(s)” Regulations and as disclosed in “Our Management – Key Managerial Personnel of our Company” on
page 273
“Liquidity Trust” Swiggy Liquidity Trust
“Lynks” Lynks Logistics Limited
“Lynks Shareholders’ Trust” A trust formed pursuant to a trust deed dated June 14, 2023, with the settlor of the Lynks Shareholders’
Trust being Abhinav Ramasubramaniam Raja and the trustee of the Lynks Shareholders’ Trust being,
together, G. Ramanarayan and P.C.Vijay. The beneficiaries of the Lynks Shareholders’ Trust are
Siddharth Iyer, Batlivala and Karani Securities India Pvt Ltd, Prem S., Kavinfranco D, Raveendran P.,
Ramaswamy Sankaranarayanan, Shreedhar Bhende, Rajeshwar Rajarethnam, Miteshwar Singh, MD
Sudharsan, Twenty7 Edge Consultancy Services LLP, Rohan Mukund Dalal, Ramesh Mangaleswaran,
Srividya Raman, Amaara Partners, RISA Partners, Vibhor Kumar Talreja, Sanjeev Mohta, Srinivasan
Subramanian, Arjun B Kothari, Chinmay Govind Parikh & Govindlal Mansukhlal Parikh, Dalal &
Broacha Stock Broking Pvt Ltd, Vinod Kumar Dasari, Keshav Sanghi, CK Ranganathan, Cavinkare
Private Limited, Shreekant Varun Phumbhra (HUF) and Shreekant Varun Phumbhra.
“Lynks Series K-1 SSA” Share subscription and purchase agreement dated July 12, 2023, by and between among P.R.
Venketrama Raja, P.V. Abinav Ramasubramaniam Raja, The Ramco Cements Limited, Ramco
Industries Limited, Ramco Industrial and Technology Services Limited, Rajapalayam Mills Limited,
Anuj Lal, and Sharmishta Niranthari Lal, and Inder Soni, Lynks Logistics Limited, Shekhar Bhende and
our Company (together, the “Lynks SSPA Parties”) read with the amendment agreement dated August
2
Term Description
25, 2023, entered into by and between the Lynks SSPA Parties and G Ramanarayanan and P.C. Vijay,
acting for and on behalf of Lynks Shareholders’ Trust
“Material Subsidiary” or Scootsy Logistics Private Limited
“Scootsy”
“Materiality Policy” The materiality policy of our Company adopted pursuant to a resolution of our Board dated April 18,
2024, for the identification of (a) material outstanding litigation proceedings; (b) material group
companies; and (c) material creditors, pursuant to the requirements of the SEBI ICDR Regulations and
for the purposes of disclosure in this Prospectus.
“Memorandum of Association” or Memorandum of association of our Company, as amended
“MoA”
“MIH” MIH India Food Holdings B.V.
“Nomination and Remuneration The nomination and remuneration committee of our Board, as described in “Our Management –
Committee” Committees of the Board – Nomination and Remuneration Committee” on page 267
“Non-executive Director(s)” Non-executive directors (other than the Independent Directors) on our Board, as disclosed in “Our
Management” beginning on page 257
“Registered and Corporate The registered and corporate office of our Company is located at No. 55, Sy No. 8-14, Ground Floor,
Office” I&J Block, Embassy Tech Village, Outer Ring Road, Devarbisanahalli, Bengaluru 560 103, Karnataka,
India
“Registrar of Companies” or Registrar of Companies, Karnataka at Bengaluru
“RoC”
“RoC, CPC” Registrar of Companies, Office of the Central Processing Centre
“Restated Consolidated Financial Restated consolidated financial information of our Company and our Subsidiaries and its associates
Information” comprising of the restated consolidated statement of assets and liabilities as at June 30, 2024, June 30,
2023, March 31, 2024, March 31, 2023 and March 31, 2022 and the restated consolidated statement of
profit and loss (including other comprehensive income), the restated consolidated statement of changes
in equity and the restated consolidated statement of cash flows for the three months ended June 30, 2024
and June 30, 2023, Financial Years ended March 31, 2024, March 31, 2023 and March 31, 2022, the
summary of material accounting policies, and other explanatory notes prepared under Ind AS notified
under Section 133 of the Companies Act, 2013, and in accordance with requirements of Section 26 of
Part I of Chapter III of the Companies Act, Paragraph (A) of Clause 11 (I) of Part A of Schedule VI of
the SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised
2019) issued by the Institute of Chartered Accountants of India as amended from time to time
“Risk Management Committee” The risk management committee of our Board, as described in “Our Management – Committees of the
Board – Risk Management Committee” on page 268
“Selling Shareholders” Together, the Individual Selling Shareholders and Corporate Selling Shareholders
“Senior Management Personnel” Senior management personnel of our Company in accordance with Regulation 2(1)(bbbb) of the SEBI
or “SMP(s)” ICDR Regulations and as disclosed in “Our Management – Senior Management Personnel of our
Company” on page 273
“Shareholders’ Agreement” Shareholders’ agreement dated April 21, 2021 entered into by and between the SHA Parties and Rahul
Jaimini, read with (i) Series K DoA; (ii) TIL DoA; (iii) Series K-1 DoA; and (iv) 360 ONE DoA; as
amended by the Amendment cum Waiver Agreement
“Shareholder(s)” Shareholder(s) of our Company from time to time
“SHA Parties” Parties who have entered into the Shareholders’ Agreement, namely Accel Leaders 3 Holdings
(Mauritius) Ltd., Apoletto Asia Ltd, Coatue PE Asia XI LLC, DST EuroAsia V B.V., DST Asia VI,
Harmony Partners (Mauritius) Ltd., HH BTPL Holdings II Pte. Ltd., Inspired Elite Investments Limited,
MACM India Growth Fund, MIH India Food Holdings B.V., Norwest Venture Partners VII-A-
Mauritius, RB Investments Pte. Ltd., Elevation Capital V Limited (formerly known as SAIF Partners
India V Limited), Tencent Cloud Europe B.V., Hadley Harbour Master Investors (Cayman) II L.P., KIP
Re-Up Fund, Ark India Food-Tech Private Investment Trust, Ark India Innovation Capital Private
Investment Trust, SVIC No. 38 New Technology Business Investment L.L.P., SVIC No. 45 New
Technology Business Investment L.L.P., SVIC No. 34 New Technology Business Investment L.L.P.,
INQ Holding LLC, Alpha Wave Ventures, LP, Alpha Wave Ventures II, LP Accel India IV (Mauritius)
Limited, Amansa Investments Ltd., Lathe Investment Pte. Ltd., TIMF Holdings, Think India
Opportunities Master Fund LP, CGH AMSIA S.à r.l., Goldman Sachs Asia Strategic Pte. Ltd., SVF II
Songbird (DE) LLC, our Company, Sriharsha Majety, Lakshmi Nandan Reddy Obul
“Series A CCPS” Compulsorily convertible series A preference shares of face value of ₹10 each
“Series A CCPS SSA” Subscription agreement dated February 5, 2015, entered into by and between SAIF Partners India V
Limited, Accel India IV (Mauritius) Limited, Sriharsha Majety, Lakshmi Nandan Reddy Obul, Rahul
Jaimini and our Company
“Series B CCPS” Compulsorily convertible series B preference shares of face value of ₹10 each
“Series B CCPS SSA” Subscription agreement dated May 26, 2015, entered into by and between Norwest Venture Partners
VII-A-Mauritius., SAIF Partners India V Limited, Accel India IV (Mauritius) Limited, Apoletto Asia
Ltd, Sriharsha Majety, Lakshmi Nandan Reddy Obul, Rahul Jaimini and our Company
“Series C CCPS” Compulsorily convertible series C preference shares of face value of ₹10 each
“Series C CCPS SSA” Subscription agreement dated December 14, 2015, entered into by and between Harmony Partners
(Mauritius) Ltd., RB Investment Pte. Ltd., Norwest Venture Partners VII-A-Mauritius, SAIF Partners
India V Limited, Accel India IV (Mauritius) Limited, Apoletto Asia Ltd, Sriharsha Majety, Lakshmi
Nandan Reddy Obul, Rahul Jaimini and our Company read together with subscription agreement dated
March 30, 2016, entered into by and between Norwest Venture Partners VII-A-Mauritius, Accel India
3
Term Description
IV (Mauritius) Limited, Apoletto Asia Ltd, Sriharsha Majety, Lakshmi Nandan Reddy Obul, Rahul
Jaimini and our Company
“Series D CCPS” Compulsorily convertible series D preference shares of face value of ₹10 each
“Series D CCPS SSA” Subscription agreement dated August 26, 2016, entered into by and between Bessemer India Capital
Holdings II Ltd., Norwest Venture Partners VII-A-Mauritius, SAIF Partners India V Limited, Accel
India IV (Mauritius) Limited, Apoletto Asia Ltd, Sriharsha Majety, Lakshmi Nandan Reddy Obul,
Rahul Jaimini and our Company
“Series E CCPS” Compulsorily convertible series E preference shares of face value of ₹10 each
“Series E CCPS SSA” Subscription agreement dated May 23, 2017, entered into by and between Bessemer India Capital
Holdings II Ltd., Norwest Venture Partners VII-A-Mauritius, SAIF Partners India V Limited, Accel
India IV (Mauritius) Limited, Harmony Partners (Mauritius) Ltd., Naspers Ventures B.V., Sriharsha
Majety, Lakshmi Nandan Reddy Obul, Rahul Jaimini and our Company
“Series F CCPS” Compulsorily convertible series F preference shares of face value of ₹10 each
“Series F CCPS SSA” Subscription agreement dated January 5, 2018, entered into by and between MIH India Food Holdings
B.V., Sriharsha Majety, Lakshmi Nandan Reddy Obul, Rahul Jaimini and our Company read with
subscription agreement dated January 19, 2018, entered into by and between Inspired Elite Investments
Limited, Sriharsha Majety, Lakshmi Nandan Reddy Obul, Rahul Jaimini and our Company
“Series G CCPS” Compulsorily convertible series G preference shares of face value of ₹10 each
“Series G CCPS SSA” Subscription agreement dated June 8, 2018, entered into by and between DST EuroAsia V B.V., Coatue
PE Asia XI LLC, Inspired Elite Investments Limited, MIH India Food Holdings B.V., Sriharsha Majety,
Lakshmi Nandan Reddy Obul, Rahul Jaimini and our Company
“Series H CCPS” Compulsorily convertible series H preference shares of face value of ₹10 each
“Series H CCPS SSA” Subscription agreement dated December 20, 2018, by and between DST EuroAsia V B.V., DST
Investments Asia I Ltd, Coatue PE Asia XI LLC, Inspired Elite Investments Limited, MIH India Foods
Holdings B.V., Tencent Cloud Europe B.V., HH BTPL Holdings II Pte. Ltd., Hadley Harbor Master
Investors (Cayman) II L.P., Sriharsha Majety, Lakshmi Nandan Reddy Obul, Rahul Jaimini and our
Company
“Series I CCPS” Compulsorily convertible series I preference shares of face value of ₹10 each
“Series I CCPS SSA” Subscription agreement dated February 11, 2020, by and between MIH India Food Holdings B.V.,
Hadley Harbor Master Investors (Cayman) II L.P., Inspired Elite Investments Limited, Sriharsha
Majety, Lakshmi Nandan Reddy Obul, Rahul Jaimini and our Company read with the deed of accession
and adherence dated March 17, 2020 entered into by and between Tencent Cloud Europe B.V., KIP Re-
Up Fund, Ark India Food-Tech Private Investment Trust, Ark India Innovation Capital Private
Investment Trust, MACM India Growth Fund, SVIC No. 38 New Technology Business Investment
L.L.P., SVIC No. 45 New Technology Busines Investment L.L.P., MIH India Food Holdings B.V.,
Hadley Harbor Master Investors (Cayman) II L.P., Inspired Elite Investments Limited, Sriharsha
Majety, Lakshmi Nandan Reddy Obul, Rahul Jaimini and our Company and deed of accession and
adherence dated May 13, 2020, entered into by and between MIH India Food Holdings B.V., Hadley
Harbor Master Investors (Cayman) II L.P., Inspired Elite Investments Limited, SVIC No. 34 New
Technology Business Investment L.L.P., Sriharsha Majety, Lakshmi Nandan Reddy Obul, Rahul
Jaimini and our Company
“Series I-2 CCPS” Compulsorily convertible series I-2 preference shares of face value of ₹10 each
“Series I-2 CCPS SSA” Subscription agreement dated April 1, 2021, by and between MIH India Food Holdings B.V., Hadley
Harbor Master Investors (Cayman) II L.P., INQ Holding LLC, Alpha Wave Ventures, LP, Accel
Leaders 3 Holdings (Mauritius) Ltd., Amansa Investments Ltd., Lathe Investment Pte. Ltd., Sriharsha
Majety, Lakshmi Nandan Reddy Obul and our Company
“Series J CCPS” Compulsorily convertible series J preference shares of face value of ₹10 each
“Series J CCPS SSA” Subscription agreement dated April 1, 2021, by and between MIH India Food Holdings B.V., CGH
AMSIA S.à r.l., Amansa Investments Ltd., Accel Leaders 3 Holdings (Mauritius) Ltd., Alpha Wave
Ventures, LP, Goldman Sachs Asia Strategic Pte. Ltd., INQ Holding LLC, Think India Opportunities
Master Fund LP, TIMF Holdings, Sriharsha Majety, Lakshmi Nandan Reddy Obul and our Company
read with the amendment agreement to the Series J CCPS SPA dated April 19, 2021 entered into by and
between MIH India Food Holdings B.V., CGH AMSIA S.à r.l., Amansa Investments Ltd., Accel
Leaders 3 Holdings (Mauritius) Ltd., Alpha Wave Ventures, LP, Goldman Sachs Asia Strategic Pte.
Ltd., INQ Holding LLC, Think India Opportunities Master Fund LP, TIMF Holdings, Sriharsha Majety,
Lakshmi Nandan Reddy Obul and our Company
“Series J-2 CCPS” Compulsorily convertible series J-2 preference shares of face value of ₹10 each
“Series J-2 CCPS SSA” Series J-2 subscription agreement dated April 21, 2021, by and between SVF II Songbird (DE) LLC,
Sriharsha Majety, Lakshmi Nandan Reddy Obul and our Company
“Series K CCPS” Compulsorily convertible series K preference shares of face value of ₹10,000 each
“Series K CCPS SSA” Series K subscription agreement dated January 20, 2022, by and between Invesco Developments
Markets Fund through OFI Global China Fund LLC, Invesco Emerging Markets Equity Trust, Invesco
Emerging Markets Equity Fund, LP, Alpha Wave Ventures II, LP, Baron Emerging Markets Fund,
Kotak Pre-IPO Opportunities Fund, Motilal Oswal Financial Services Ltd, Navin Agarwal, Ghisallo
Master Fund LP, Axis Growth Avenue AIF – I, Sixteenth Street Asian GEMS Fund, Dovetail Global
Fund PCC – Cell 15, Segantii India (Mauritius), INQ Holding LLC, Lathe Investment Pte. Ltd., MIH
India Food Holdings B.V., IIFL Special Opportunities Fund – Series 8, IIFL Monopolistic Market
Intermediaries Fund, Time Capital Foodtech Advisors LP and our Company
“Series K DoA” Deed of accession and adherence dated January 20, 2022, entered into by and between the SHA Parties,
4
Term Description
Invesco Developing Markets Fund through OFI Global China Fund LLC, Invesco Emerging Markets
Equity Trust, Invesco Emerging Markets Equity Fund, LP, Alpha Wave Ventures II, LP, Baron
Emerging Markets Fund, Kotak Pre-IPO Opportunities Fund, Motilal Oswal Financial Services Limited,
Navin Agarwal, Ghisallo Master Fund LP, Axis Growth Avenue AIF – I, Sixteenth Street Asian GEMS
Fund, Dovetail Global Fund PCC - Cell 15, Segantii India (Mauritius), IIFL Special Opportunities Fund
– Series 8, IIFL Monopolistic Market Intermediaries Fund, Time Capital Foodtech Advisors LP, West
Street Global Growth Partners (Singapore) Pte. Ltd and West Street Global Growth Partners Emp
(Singapore) Pte. Ltd.
“Series K-1 CCPS” Compulsorily convertible series K1 preference shares of face value of ₹10 each
“Series K-1 DoA” Deed of accession dated August 18, 2023, entered into by and between the requisite parties to the TIL
DOA, P.R. Venketrama Raja, P.V. Abinav Ramasubramaniam Raja, The Ramco Cements Limited,
Ramco Industries Limited, Ramco Industrial and Technology Services Limited, Rajapalayam Mills
Limited, Anuj Lal, Sharmishta Niranthari Lal, Inder Soni, and G.Ramanarayanan and P.C. Vijay as
trustees of Lynks Shareholders’ Trust
“SoftBank” SVF II Songbird (DE) LLC
“Stakeholders Relationship The stakeholders’ relationship committee of our Board, as described in “Our Management-Committees
Committee” of the Board – Stakeholders Relationship Committee” on page 268
“Subsidiary” or “our Subsidiary” Collectively, the direct subsidiaries of our Company namely, Supr Infotech and Scootsy, and the step-
or “Subsidiaries” down subsidiary of our Company, Lynks, as disclosed in “History and Certain Corporate Matters –
Our Subsidiaries, Associates and Joint Venture” on page 252
“Supr Infotech” Supr Infotech Solutions Private Limited
“TIL DoA” Deed of accession dated June 14, 2022, entered into by and between the requisite parties to the Series
K DoA and Times Internet Limited
Offer Related Terms
Term Description
“Abridged Prospectus” Abridged prospectus means a memorandum containing such salient features of a prospectus as may be
specified by the SEBI in this behalf
“Acknowledgement Slip” The slip or document to be issued by a Designated Intermediary to a Bidder as proof of registration of
the Bid cum Application Form
“Allot” or “Allotment” or Unless the context otherwise requires, allotment of the Equity Shares pursuant to the Fresh Issue and
“Allotted” transfer of Offered Shares pursuant to the Offer for Sale, in each case to successful Bidders
“Allotment Advice” The note or advice or intimation of Allotment sent to each of the successful Bidders who have been or
are to be Allotted the Equity Shares after the Basis of Allotment has been approved by the Designated
Stock Exchange
“Allottee” A successful Bidder to whom the Equity Shares will be Allotted
“Anchor Investor(s)” A Qualified Institutional Buyer, who applied under the Anchor Investor Portion in accordance with the
requirements specified in the SEBI ICDR Regulations and the Red Herring Prospectus and who had Bid
for an amount of at least ₹100 million
“Anchor Investor Allocation ₹390 per Equity Share being the price at which Equity Shares were allocated to the Anchor Investors
Price” during the Anchor Investor Bid Period in terms of the Red Herring Prospectus and this Prospectus, which
was determined by our Company, in consultation with the BRLMs
“Anchor Investor Application The application form used by an Anchor Investor to make a Bid in the Anchor Investor Portion in
Form” accordance with the requirements specified under the SEBI ICDR Regulations and the Red Herring
Prospectus
“Anchor Investor Bidding Date” November 5, 2024, being one Working Day prior to the Bid/ Offer Opening Date, on which Bids by
or “Anchor Investor Bid/ Offer Anchor Investors were submitted, prior to and after which the Book Running Lead Managers did not
Period” accept any Bids from Anchor Investors, and allocation to Anchor Investors was completed
“Anchor Investor Offer Price” ₹390 per Equity Share being the price at which the Equity Shares will be Allotted to Anchor Investors
in terms of the Red Herring Prospectus and this Prospectus.
The Anchor Investor Offer Price was determined by our Company (through our Board of Directors), in
consultation with the BRLMs
“Anchor Investor Pay-in Date” With respect to Anchor Investor(s), the Anchor Investor Bid/ Offer Period
“Anchor Investor Portion” Up to 60% of the QIB Portion, constituting of 130,385,211* Equity Shares which has been allocated by
our Company and Selling Shareholders, in consultation with the BRLMs, to Anchor Investors on a
discretionary basis in accordance with the SEBI ICDR Regulations.
One-third of the Anchor Investor Portion were reserved for domestic Mutual Funds, subject to valid
Bids having been received from domestic Mutual Funds at or above the Anchor Investor Allocation
Price, in accordance with the SEBI ICDR Regulations
*Subject to finalisation of Basis of Allotment
“Application Supported by An application, whether physical or electronic, used by ASBA Bidders to make a Bid and authorising
Blocked Amount” or “ASBA” an SCSB to block the Bid Amount in the ASBA Account and included applications made by UPI Bidders
using the UPI Mechanism where the Bid Amount will be blocked upon acceptance of UPI Mandate
Request by the UPI Bidders using the UPI Mechanism
“ASBA Account” A bank account maintained with an SCSB by an ASBA Bidder, as specified in the ASBA Form
5
Term Description
submitted by ASBA Bidders for blocking the Bid Amount mentioned in the relevant ASBA Form and
included the account of a UPI Bidder in which the Bid Amount was blocked upon acceptance of a UPI
Mandate Request made by the UPI Bidders using the UPI Mechanism
“ASBA Bid” A Bid made by an ASBA Bidder
“ASBA Bidders” All Bidders except Anchor Investors
“ASBA Form” An application form, whether physical or electronic, used by ASBA Bidders to submit Bids, which was
considered as the application for Allotment in terms of the Red Herring Prospectus and this Prospectus
“Avendus” Avendus Capital Private Limited
“Banker(s) to the Offer” Collectively, the Escrow Collection Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s)
and the Refund Bank(s), as the case may be
“Basis of Allotment” The basis on which Equity Shares will be Allotted to successful Bidders under the Offer, as described
in “Offer Procedure” beginning on page 445
“Bid” An indication to make an offer during the Bid/ Offer Period by an ASBA Bidder pursuant to submission
of the ASBA Form, or during the Anchor Investor Bid/ Offer Period by an Anchor Investor, pursuant to
submission of the Anchor Investor Application Form, to subscribe to the Equity Shares at a price within
the Price Band, including all revisions and modifications thereto, as permitted under the SEBI ICDR
Regulations and in terms of the Red Herring Prospectus and the Bid cum Application Form. The term
“Bidding” shall be construed accordingly
“Bid Amount” The highest value of optional Bids indicated in the Bid cum Application Form and, in the case of RIBs
and Eligible Employees Bidding under the Employee Reservation Portion Bidding at the Cut-off Price,
the Cap Price multiplied by the number of Equity Shares Bid for by such RIBs and Eligible Employees
Bidding under the Employee Reservation Portion, as mentioned in the Bid cum Application Form and
payable by the Bidder or blocked in the ASBA Account of the ASBA Bidder, as the case may be, upon
submission of the Bid
“Bid cum Application Form” Anchor Investor Application Form or the ASBA Form, as the context requires
“Bid Lot” 38 Equity Shares and in multiples of 38 Equity Shares thereafter
“Bid/Offer Closing Date” Except in relation to any Bids received from the Anchor Investors, Friday, November 8, 2024
“Bid/Offer Opening Date” Except in relation to any Bids received from the Anchor Investors, Wednesday, November 6, 2024
“Bid/ Offer Period” Except in relation to Bids received from the Anchor Investors, the period between the Bid/ Offer
Opening Date and the Bid/Offer Closing Date, inclusive of both days, during which Bidders could
submit their Bids, including any revisions thereof, in accordance with the SEBI ICDR Regulations and
the terms of the Red Herring Prospectus.
“Bidder” An investor who made a Bid pursuant to the terms of the Red Herring Prospectus and the Bid cum
Application Form and unless otherwise stated or implied, included an Anchor Investor
“Bidding Centres” Centres at which the Designated Intermediaries could have accepted the ASBA Forms, i.e., Designated
Branches for SCSBs, Specified Locations for the Syndicate, Broker Centres for Registered Brokers,
Designated RTA Locations for RTAs and Designated CDP Locations for CDPs
“BofA” BofA Securities India Limited
“Book Building Process” The book building process, as provided in Part A of Schedule XIII of the SEBI ICDR Regulations, in
terms of which the Offer was made
“Book Running Lead Managers” The book running lead managers to the Offer, namely, Kotak, J.P. Morgan, Citi, BofA, Jefferies, I-Sec
or “BRLMs” and Avendus
“Broker Centres” Broker centres of the Registered Brokers notified by the Stock Exchanges where ASBA Bidders could
submit the ASBA Forms (in case of UPI Bidders only ASBA Forms under UPI) to a Registered Broker.
The details of such broker centres, along with the names and contact details of the Registered Brokers
are available on the respective websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com)
“Cap Price” The higher end of the Price Band, being ₹ 390 per Equity Share
“Cash Escrow and Sponsor The agreement dated October 28, 2024 entered amongst our Company, the Selling Shareholders, the
Bank(s) Agreement” BRLMs, Syndicate Members, the Banker(s) to the Offer and Registrar to the Offer for, inter alia,
appointment of the Escrow Collection Bank(s) and Sponsor Bank(s), collection of the Bid Amounts
from Anchor Investors, transfer of funds to the Public Offer Account and where applicable, remitting
refunds of the amounts collected from Anchor Investors, on the terms and conditions thereof
“Citi” Citigroup Global Markets India Private Limited
“Client ID” Client identification number maintained with one of the Depositories in relation to dematerialised
account
“Collecting Depository A depository participant as defined under the Depositories Act and registered with SEBI and who was
Participant” or “CDP” eligible to procure Bids at the Designated CDP Locations in terms of the circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI as per the list available on
the respective websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com), as updated
from time to time and the UPI Circulars
“Confirmation of Allocation The notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have been
Note” or “CAN” allocated the Equity Shares, on or after the Anchor Investor Bid/ Offer Period
“Cut-off Price” The Offer Price, being ₹ 390 per Equity Share finalised by our Company, in consultation with the
BRLMs.
Only RIBs Bidding in the Retail Portion and Eligible Employees Bidding in the Employee Reservation
Portion were entitled to Bid at the Cut-off Price. QIBs (including Anchor Investors) and NIBs were not
6
Term Description
entitled to Bid at the Cut-off Price
“Demographic Details” The details of the Bidders including the Bidder’s address, name of the Bidder’s father/husband, investor
status, occupation, bank account details and UPI ID, wherever applicable
“Designated Branches” Such branches of the SCSBs which collected the ASBA Forms, a list of which is available on the website
of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 or at
such other website as may be prescribed by SEBI from time to time
“Designated CDP Locations” Such locations of the CDPs where ASBA Bidders could submit the ASBA Forms.
The details of such Designated CDP Locations, along with the names and contact details of the
Collecting Depository Participants eligible to accept ASBA Forms are available on the respective
websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com), as updated from time to
time
“Designated Date” The date on which the Escrow Collection Bank(s) transfer funds from the Escrow Account to the Public
Offer Account or the Refund Account, as the case may be, and/or the instructions are issued to the
SCSBs (in case of UPI Bidders using the UPI Mechanism, instruction issued through the Sponsor
Bank(s)) for the transfer of the relevant amounts blocked by the SCSBs in the ASBA Accounts to the
Public Offer Account and/ or are unblocked, as the case may be, in terms of the Red Herring Prospectus
and this Prospectus, after finalization of the Basis of Allotment in consultation with the Designated
Stock Exchange, following which Equity Shares will be Allotted to successful Bidders in the Offer
“Designated Intermediary(ies)” Collectively, the Syndicate Members, sub-syndicate or agents, SCSBs (other than in relation to RIBs
using the UPI Mechanism), Registered Brokers, CDPs and RTAs, who were authorised to collect Bid
cum Application Forms from the relevant Bidders, in relation to the Offer.
In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will be blocked upon
acceptance of UPI Mandate Request by such UPI Bidders using the UPI Mechanism, Designated
Intermediaries meant Syndicate, sub-syndicate/agents, Registered Brokers, CDPs, SCSBs and RTAs.
In relation to ASBA Forms submitted by QIBs (excluding Anchor Investors) and NIBs (not using UPI
Mechanism), Designated Intermediaries meant Syndicate, sub-syndicate/ agents, SCSBs, Registered
Brokers, the CDPs and RTAs
“Designated RTA Locations” Such locations of the RTAs where Bidders (except Anchor Investors) could submit the ASBA Forms to
RTAs. The details of such Designated RTA Locations, along with the names and contact details of the
RTAs eligible to accept ASBA Forms are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com), as updated from time to time
“Designated Stock Exchange” NSE
“Eligible Employees” All or any of the following: (a) a permanent employee of our Company and our Subsidiary (excluding
such employees who are not eligible to invest in the Offer under applicable laws) as of the date of filing
of the Red Herring Prospectus with the RoC and who continued to be a permanent employee of our
Company, until the submission of the Bid cum Application Form; and (b) a Director of our Company,
whether whole time or not, who was eligible to apply under the Employee Reservation Portion
under applicable law as on the date of filing of the Red Herring Prospectus with the RoC and who
continued to be a Director of our Company, until the submission of the Bid cum Application
Form, but not including Directors who either themselves or through their relatives or through
any body corporate, directly or indirectly, held more than 10% of the outstanding Equity Shares of our
Company.
The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee could not
exceed ₹ 500,000 (net of Employee Discount). However, the initial Allotment to an Eligible Employee
in the Employee Reservation Portion could not exceed ₹ 200,000.
“Eligible FPI(s)” FPI(s) that were eligible to participate in the Offer in terms of applicable law and from such jurisdictions
outside India where it was not unlawful to make an offer / invitation under the Offer and in relation to
whom the Bid cum Application Form and the Red Herring Prospectus constituted an invitation to
purchase the Equity Shares
“Eligible NRI(s)” NRI(s) who were eligible to invest under Schedule 3 and Schedule 4 of the FEMA Rules, from
jurisdictions outside India where it was not unlawful to make an offer or invitation under the Offer and
in relation to whom the Bid cum Application Form and the Red Herring Prospectus constituted an
invitation to purchase the Equity Shares
“Employee Discount” Our Company, in consultation with the BRLMs, offered a discount of ₹ 25 per Equity Share to Eligible
Employees bidding in the Employee Reservation Portion, in accordance with SEBI ICDR Regulations
“Employee Reservation Portion” The portion of the Offer, being up to 750,000* Equity Shares of face value of ₹ 1 each aggregating to ₹
273.75 million, not exceeding 5% of the post-Offer paid-up Equity Share capital of our Company,
available for allocation to Eligible Employees, on a proportionate basis
*Subject to finalisation of Basis of Allotment
“Escrow Account(s)” The ‘no-lien’ and ‘non-interest bearing’ account(s) opened with the Escrow Collection Bank(s) and in
whose favour the Bidders (excluding ASBA Bidders) will transfer money through NACH/direct
credit/NEFT/RTGS in respect of the Bid Amount when submitting a Bid
“Escrow Collection Bank(s)” The bank(s) which were clearing members and registered with SEBI as banker to an issue under the
Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended and with
whom the Escrow Account(s) were opened, in this case being Axis Bank Limited.
7
Term Description
“First Bidder” or “Sole Bidder” The Bidder whose name was mentioned in the Bid cum Application Form or the Revision Form and in
case of joint Bids, whose name also appeared as the first holder of the beneficiary account held in joint
names
“Floor Price” The lower end of the Price Band, being ₹ 371 per Equity Share
“Fresh Issue” Fresh issue of 115,407,051* Equity Shares aggregating to ₹ 44,990.00 million*^ by our Company
* Subject to finalisation of Basis of Allotment
^An Employee Discount of ₹25 per Equity Share was offered to Eligible Employees bidding in the Employee
Reservation Portion
“Fugitive Economic Offender” An individual who is declared a fugitive economic offender under Section 12 of the Fugitive Economic
Offenders Act, 2018
“General Information Document” The general information document for investing in public issues prepared and issued in accordance with
or “GID” the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the UPI Circulars
and any subsequent circulars or notifications issued by SEBI, as amended from time to time. The General
Information Document was made available on the websites of the Stock Exchanges and the BRLMs
“Gross Proceeds” Gross proceeds of the Fresh Issue that will be available to our Company
“I-Sec” ICICI Securities Limited
“Jefferies” Jefferies India Private Limited
“J.P. Morgan” J.P. Morgan India Private Limited
“Kotak” Kotak Mahindra Capital Company Limited
“Monitoring Agency” CRISIL Ratings Limited, being a credit rating agency registered with SEBI
“Monitoring Agency Agreement” The agreement dated October 23, 2024 entered into between our Company and the Monitoring Agency
“Mutual Fund Portion” 5% of the Net QIB Portion, or 4,346,174* Equity Shares which shall be available for allocation to
Mutual Funds only, on a proportionate basis, subject to valid Bids being received at or above the Offer
Price
* Subject to finalisation of Basis of Allotment
“Net Offer” The Offer less the Employee Reservation Portion
“Net Proceeds” Proceeds of the Offer, i.e., gross proceeds of the Fresh Issue less the Offer Expenses. For further details
regarding the use of the Net Proceeds and the Offer expenses, see “Objects of the Offer” beginning on
page 142
Net QIB Portion The QIB Portion less the number of Equity Shares allocated to the Anchor Investors
“Non-Institutional Bidders” or All Bidders, that were not QIBs (including Anchor Investors) or RIBs or the Eligible Employees Bidding
“NIBs” in the Employee Reservation Portion and who has Bid for Equity Shares for an amount of more than
₹200,000 (but not including NRIs other than Eligible NRIs)
“Non-Institutional Portion” The portion of the Offer being not more than 15% of the Net Offer comprising 43,461,737 Equity
Shares* which was made available for allocation to NIBs, subject to valid Bids having been received at
or above the Offer Price, in the following manner:
(a) one-third of the portion available to NIBs was reserved for Bidders with application size of
more than ₹200,000 and up to ₹1,000,000; and
(b) two third of the portion available to NIBs was reserved for Bidders with application size of
more than ₹1,000,000.
Provided that the unsubscribed portion in either of the sub-categories specified in clauses (a) or (b), may
be allocated to Bidders in the other sub-category of NIBs, in accordance with the SEBI ICDR
Regulations
*Subject to finalisation of Basis of Allotment
“Non-Resident” Person resident outside India, as defined under FEMA, and includes a non-resident Indian, FVCIs and
FPIs
“Offer” The initial public offer of 290,494,914* Equity Shares for cash consideration at a price of ₹390 each,
aggregating to ₹ 113,274.27 million*^, comprising of a Fresh Issue and an Offer for Sale
*Subject to finalisation of Basis of Allotment
^ A Employee Discount of ₹25 per Equity Share was offered to Eligible Employees bidding in the Employee
Reservation Portion
“Offer Agreement” The agreement dated April 26, 2024, read with the amendment agreements to the offer agreement dated
September 24, 2024 and October 28, 2024, respectively, entered into amongst our Company, the Selling
Shareholders and the BRLMs, pursuant to which certain arrangements have been agreed to in relation
to the Offer
“Offer for Sale” The offer for sale of 175,087,863* Equity Shares aggregating to ₹68,284.27 million* being offered for
sale by the Selling Shareholders in the Offer
*Subject to finalisation of Basis of Allotment
“Offer Price” The final price being ₹390 per Equity Share at which Equity Shares will be Allotted to successful ASBA
Bidders in terms of the Red Herring Prospectus and this Prospectus. Equity Shares will be Allotted to
Anchor Investors at the Anchor Investor Offer Price which has been decided by our Company, in
consultation with the BRLMs in terms of the Red Herring Prospectus and this Prospectus.
8
Term Description
The Offer Price was decided by our Company (through our Board of Directors), in consultation with the
BRLMs on the Pricing Date in accordance with the Book Building Process and the Red Herring
Prospectus
“Offer Proceeds” The proceeds of the Fresh Issue which shall be available to our Company and the proceeds of the Offer
for Sale which shall be available to each of the Selling Shareholders in proportion to the respective
portion of Offered Shares of each such Selling Shareholder. For further information about use of the
Offer Proceeds, see “Objects of the Offer” beginning on page 142
“Offered Shares” 175,087,863* Equity Shares aggregating to ₹68,284.27 million* being offered for sale by the Selling
Shareholders in the Offer for Sale
*Subject to finalisation of Basis of Allotment
“Pre-filed Draft Red Herring The Pre-filed draft red herring prospectus dated April 26, 2024 filed with SEBI and the Stock Exchanges,
Prospectus” or “Pre-filed DRHP” in accordance with Chapter IIA of the SEBI ICDR Regulations, which did not contain complete
particulars of the price at which the Equity Shares will be Allotted and the size of the Offer
“Price Band” Price band ranging from a minimum price of ₹ 371 per Equity Share (i.e., the Floor Price) and the
maximum price of ₹ 390 per Equity Share (i.e., the Cap Price)
“Pricing Date” The date on which our Company (through our Board of Directors), in consultation with the BRLMs, has
finalised the Offer Price, being, November 8, 2024
“Prospectus” This prospectus dated November 8, 2024, filed with the RoC on or after the Pricing Date in accordance
with Section 26 of the Companies Act, and the SEBI ICDR Regulations containing, inter alia, the Offer
Price, the size of the Offer and certain other information, including any addenda or corrigenda thereto
“Public Offer Account” The ‘no-lien’ and ‘non-interest bearing’ account opened with the Public Offer Account Bank, under
Section 40(3) of the Companies Act to receive monies from the Escrow Account and ASBA Accounts
on the Designated Date
“Public Offer Account Bank(s)” The bank(s) which are a clearing member and registered with SEBI under the SEBI BTI Regulations, as
a banker to an issue and with which the Public Offer Account will be opened for collection of Bid
Amounts from the Escrow Account and ASBA Accounts on the Designated Date, in this case being
Kotak Mahindra Bank Limited
“QIB Portion” The portion of the Offer (including the Anchor Investor Portion) being not less than 75% of the Net
Offer consisting of 217,308,686 Equity Shares* which were made available for allocation on a
proportionate basis to QIBs (including Anchor Investors in which allocation was done on a discretionary
basis, as determined by our Company and Selling Shareholders, in consultation with the BRLMs, up to
a limit of 60% of the QIB Portion), subject to valid Bids having been received at or above the Offer
Price or Anchor Investor Offer Price
*Subject to finalisation of Basis of Allotment
“Qualified Institutional Buyers” Qualified institutional buyers as defined under Regulation 2(1) (ss) of the SEBI ICDR Regulations
or “QIB(s)” or “QIB Bidders”
“Red Herring Prospectus” or The red herring prospectus dated October 28, 2024 read with addendum dated October 29, 2024 issued
“RHP” by our Company in accordance with Section 32 of the Companies Act and the provisions of the SEBI
ICDR Regulations, which did not have complete particulars of the Offer Price and the size of the Offer.
The Red Herring Prospectus was filed with the RoC at least three Working Days before the Bid/ Offer
Opening Date and has become this Prospectus upon filing with the RoC on or after the Pricing Date
“Redseer” Redseer Strategy Consultants Private Limited
“Redseer Report” or “Industry Industry report titled ‘Report on Indian Hyperlocal Commerce Opportunity’ dated October 18, 2024
Report” issued by Redseer. The Redseer Report has been exclusively commissioned and paid for by our
Company in connection with the Offer. The Redseer Report is available on the website of our Company
at https://www.swiggy.com/corporate/investor-relations/
“Refund Account(s)” Account opened with the Refund Bank(s), from which refunds, if any, of the whole or part of the Bid
Amount to the Bidders shall be made to Anchor Investors
“Refund Bank(s)” The bank(s) which are clearing members registered with SEBI under the SEBI BTI Regulations, with
whom the Refund Account(s) will be opened, in this case being Kotak Mahindra Bank Limited
“Registered Brokers” The stock brokers registered under the Securities and Exchange Board of India (Stock Brokers)
Regulations, 1992, as amended with SEBI and the Stock Exchanges having nationwide terminals, other
than the BRLMs and the Syndicate Members and eligible to procure Bids in terms of circular no. CIR/
CFD/ 14/ 2012 dated October 4, 2012 issued by SEBI and the UPI Circulars
“Registrar Agreement” The agreement dated April 25, 2024 entered into, amongst our Company, the Selling Shareholders and
the Registrar to the Offer in relation to the responsibilities and obligations of the Registrar to the Offer
pertaining to the Offer
“Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the Designated
Agents” or “RTAs” RTA Locations in terms of the SEBI RTA Master Circular, as per the list available on the respective
websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com), and the UPI Circulars
“Registrar to the Offer” or Link Intime India Private Limited
“Registrar”
“Retail Individual Bidder(s)” or Individual Bidders, other than Eligible Employees Bidding in the Employee Reservation Portion, whose
“RIB(s)” Bid Amount for the Equity Shares was not more than ₹200,000 in any of the bidding options in the Offer
(including HUFs applying through their karta and Eligible NRIs), and does not include NRIs other than
Eligible NRIs
“Retail Portion” The portion of the Offer being not more than 10% of the Net Offer consisting of 28,974,491* Equity
9
Term Description
Shares aggregating to ₹ 11,300.05 million*^, which was available for allocation to RIB in accordance
with the SEBI ICDR Regulations
*Subject to finalisation of Basis of Allotment
^ An Employee Discount of ₹25 per Equity Share was offered to Eligible Employees bidding in the Employee
Reservation Portion
“Revision Form” The forms used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount in any of
their ASBA Form(s) or any previous Revision Form(s), as applicable.
QIB Bidders and NIBs were not allowed to withdraw or lower their Bids (in terms of quantity of Equity
Shares or the Bid Amount) at any stage. RIBs and Eligible Employees Bidding in the Employee
Reservation Portion could have revised their Bids during the Bid/ Offer Period and could have
withdrawn their Bids until the Bid/ Offer Closing Date
“SCORES” SEBI complaints redress system
“Self-Certified Syndicate The banks registered with SEBI, which offered the facility of ASBA services:
Bank(s)” or “SCSB(s)”
(i) in relation to ASBA, where the Bid Amount will be blocked by authorising an SCSB, a list of
which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 or
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, as
applicable and updated from time to time and at such other websites as may be prescribed by
SEBI from time to time; and
(ii) in relation to UPI Bidders using the UPI Mechanism, a list of which is available on the website
of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 or such
other website as may be prescribed by SEBI and updated from time to time.
Applications through UPI in the Offer could be made only through the SCSBs mobile applications (apps)
whose name appeared on the SEBI website. A list of SCSBs and mobile application, which, are live for
applying in public issues using UPI Mechanism, which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 and updated from
time to time and at such other websites as may be prescribed by SEBI from time to time
“Share Escrow Agent” Share escrow agent appointed pursuant to the Share Escrow Agreement being, Link Intime India Private
Limited
“Share Escrow Agreement” The agreement dated October 25, 2024 entered into amongst our Company, the Selling Shareholders,
and the Share Escrow Agent, as amended pursuant to the amendment agreement dated October 28, 2024,
in connection with the transfer of the respective portion of the Offered Shares by each Selling
Shareholder and credit of such Equity Shares to the demat account of the Allottees in accordance with
the Basis of Allotment
“Specified Locations” Bidding Centres where the Syndicate accepted ASBA Forms from Bidders, a list of which is available
on the website of SEBI (www.sebi.gov.in) and updated from time to time
“Sponsor Bank(s)” Banker(s) to the Offer registered with SEBI, appointed by our Company to act as conduits between the
Stock Exchanges and NPCI in order to push the mandate collect requests and/ or payment instructions
of the UPI Bidders using the UPI Mechanism and carry out other responsibilities, in terms of the UPI
Circulars
“Stock Exchanges” Together, BSE and NSE
“Syndicate” or “Members of the Together, the BRLMs and the Syndicate Members
Syndicate”
“Syndicate Agreement” The agreement dated October 28, 2024 entered into amongst our Company, the Selling Shareholders,
the BRLMs, the Registrar to the Offer and the Syndicate Members, in relation to collection of Bid cum
Application Forms by the Syndicate
“Sub-Syndicate Members” The sub-syndicate members appointed by the Book Running Lead Managers and the Syndicate
Members, to collect ASBA Forms and Revision Forms
“Syndicate Members” Merchant bankers or stockbrokers registered with SEBI who are permitted to carry out activities as an
underwriter, namely, Kotak Securities Limited and Spark Institutional Equities Private Limited
“Underwriters” The Book Running Lead Managers and the Syndicate Members
“Underwriting Agreement” The agreement dated November 8, 2024 entered into amongst our Company, the Selling Shareholders
and the Underwriters
“Updated Draft Red Herring The updated draft red herring prospectus - I dated September 26, 2024 filed with SEBI and the Stock
Prospectus - I” or “UDRHP - I” Exchanges, after complying with the observations issued by SEBI and Stock Exchanges on the Pre-filed
Draft Red Herring Prospectus and after incorporation of other updates, in accordance with the Chapter
IIA of the SEBI ICDR Regulations and in compliance with the other applicable provisions of the SEBI
ICDR Regulations, which did not contain complete particulars of the price at which the Equity Shares
will be Allotted and the size of the Offer
“Updated Draft Red Herring The updated draft red herring prospectus - II filed with SEBI after incorporation of changes pursuant to
Prospectus - II” or “UDRHP - II” comments from public, if any, on the Updated Draft Red Herring Prospectus - I, in compliance with the
SEBI ICDR Regulations, which did not contain complete particulars of the price at which the Equity
Shares will be Allotted and the size of the Offer, including any addenda or corrigenda thereto
“UPI” Unified Payments Interface, which is an instant payment mechanism, developed by NPCI
10
Term Description
“UPI Bidder(s)” Collectively, individual investors applying as (i) RIBs in the Retail Portion; (ii) Eligible Employees,
under the Employee Reservation Portion, and (iii) NIBs with an application size of up to ₹500,000 in
the Non-Institutional Portion, and Bidding under the UPI Mechanism through ASBA Form(s) submitted
with Syndicate Members, Registered Brokers, Collecting Depository Participants and RTAs.
Pursuant to circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 issued by SEBI, all
individual investors applying in public issues where the application amount is up to ₹500,000 shall use
the UPI Mechanism and shall provide their UPI ID in the Bid cum Application Form submitted with: (i)
a syndicate member, (ii) a stock broker registered with a recognized stock exchange (whose name is
mentioned on the website of the stock exchange as eligible for such activity), (iii) a depository
participant (whose name is mentioned on the website of the stock exchange as eligible for such activity),
and (iv) a registrar to an issue and share transfer agent (whose name is mentioned on the website of the
stock exchange as eligible for such activity)
“UPI Circulars” SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, SEBI/HO/CFD/DIL2/CIR/P/2020/50
dated March 30, 2020, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16,
2021, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (to the extent that these circulars are not
rescinded by the SEBI RTA Master Circular), SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45
dated April 5, 2022, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, SEBI
RTA Master Circular (to the extent that it pertains to the UPI Mechanism), SEBI ICDR Master Circular,
along with the circulars issued by the Stock Exchanges in this regard, including the circular issued by
the NSE having reference no. 25/2022 dated August 3, 2022, and the circular issued by BSE having
reference no. 20220803-40 dated August 3, 2022 and any subsequent circulars or notifications issued
by SEBI or the Stock Exchanges in this regard
“UPI ID” ID created on the UPI for single-window mobile payment system developed by the NPCI
“UPI Mandate Request” A request (intimating the UPI Bidders by way of a notification on the UPI linked mobile application as
disclosed by SCSBs on the website of SEBI and by way of an SMS on directing the UPI Bidders to such
UPI linked mobile application) to the UPI Bidders initiated by the Sponsor Bank(s) to authorise blocking
of funds on the UPI application and subsequent debit of funds in case of Allotment
“UPI Mechanism” The bidding mechanism that was required to be used by an UPI Bidders in accordance with the UPI
Circulars to make an ASBA Bid in the Offer
“UPI PIN” Password to authenticate UPI transaction
“Wilful Defaulter” or “Fraudulent Wilful defaulter or fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR
Borrower” Regulations
“Working Day” All days on which commercial banks in Mumbai are open for business. In respect of announcement of
Price Band and Bid/ Offer Period, Working Day shall mean all days, excluding Saturdays, Sundays and
public holidays, on which commercial banks in Mumbai are open for business. In respect of the time
period between the Bid/ Offer Closing Date and the listing of the Equity Shares on the Stock Exchanges,
Working Day shall mean all trading days of the Stock Exchanges, excluding Sundays and bank holidays
in India, as per circulars issued by SEBI, including the UPI Circulars
Technical, Industry and Business-Related Terms or Abbreviations
Term Description
“3MFY2025” three months ended June 30, 2024
Average delivery charges paid per refers to total cost of delivery for Food Delivery and Quick Commerce segments divided by total orders
order to Delivery Partners for Food Delivery and Quick Commerce segments for the period/year
“B2B” Business to business
“B2C” Business to customer
“B2C Contribution Margin” Sum total of the absolute Contribution Margin of our B2C segments (Food Delivery, Quick Commerce
and Out-of-home Consumption businesses) divided by B2C GOV
“BIS” Bureau of Indian Standards
“Cohort” A cohort is defined as a homogeneous group with a shared characteristic. For more details on our
cohort presentation, see “Our Business–Financial and Operating Metrics–Rising user engagement on
our platform” on page 211
“Cost of Delivery” Primarily includes user delivery charges collected, availability fees and other incentives paid to delivery
partners. It also includes direct costs related to sourcing and onboarding of delivery partners on our
Swiggy platform.
“CY” Calendar year
“D2C” Direct to customer
“ESG” Environment, social and governance
“EV” Electric vehicles
“Genie” Swiggy Genie
“Instamart” Swiggy Instamart
11
Term Description
“MRP” Maximum retail price
“NCAER” National Council of Applied Economic Research
“Net Asset Value Per Equity Net Worth at the end of the period/ year divided by weighted average number of equity shares, weighted
Share” average number of compulsorily convertible cumulative preference shares and vested ESOPs
outstanding at the end of the period/ year. See “Management’s Discussion and Analysis of Financial
condition and results of operations – Non-GAAP Financial Measures” on page 369 for more details
“Net worth” Aggregate of equity share capital, instruments entirely equity in nature and other equity as of the end of
the period / year
“NITI Aayog” National Institution for Transforming India
“PFCE” Private Final Consumption Expenditure
“Products” Grocery and household items, and other merchandise sold by merchant partners on our platform
“SKU” Stock-keeping units
Conventional and General Terms or Abbreviations
Term Description
“₹” or “Rs.” Or “Rupees” or “INR” Indian Rupees
“Bn” or “bn” Billion
“BSE” BSE Limited
“CAGR” Compound annual growth rate
“Category I AIF” AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI AIF Regulations
“Category I FPIs” FPIs who are registered as “Category I foreign portfolio investors” under the SEBI FPI Regulations
“Category II AIF” AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI AIF
Regulations
“Category II FPIs” FPIs who are registered as “Category II foreign portfolio investors” under the SEBI FPI Regulations
“Category III AIF” AIFs who are registered as “Category III Alternative Investment Funds” under the SEBI AIF
Regulations
“CDSL” Central Depository Services (India) Limited
“CIN” Corporate Identity Number
“Companies Act, 1956” The erstwhile Companies Act, 1956, read with the relevant rules, regulations, clarifications and
modifications made thereunder
“Companies Act” or “Companies Companies Act, 2013, as applicable, along with the relevant rules, regulations, clarifications and
Act, 2013” modifications made thereunder
“Consolidated FDI Policy” Consolidated Foreign Direct Investment Policy notified by the DPIIT under DPIIT File Number
5(2)/2020-FDI Policy dated October 15, 2020, effective from October 15, 2020
“Depositories” Together, NSDL and CDSL
“Depositories Act” Depositories Act, 1996, read with the relevant rules, regulations, clarifications and modifications made
thereunder
“DIN” Director Identification Number
“DP ID” Depository Participant’s Identification
“DP” or “Depository Participant” A depository participant as defined under the Depositories Act
“DPIIT” Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry
(formerly Department of Industrial Policy and Promotion), Government of India
“EGM” Extraordinary general meeting
“EPS” Earnings per equity share
“Factories Act” Factories Act, 1948
“FDI” Foreign direct investment
“FEMA” The Foreign Exchange Management Act, 1999, read with rules and regulations thereunder
“FEMA Rules” Foreign Exchange Management (Non-debt Instruments) Rules, 2019
“Financial Year” or “Fiscal” or Unless stated otherwise, the period of 12 months ending March 31 of that particular year
“Fiscal Year” or “FY”
“FPI” Foreign portfolio investors as defined under the SEBI FPI Regulations
“FVCI” Foreign venture capital investors as defined and registered under the SEBI FVCI Regulations
“GoI” or “Government” or “Central Government of India
Government”
“GST” Goods and services tax
“HUF” Hindu undivided family
“ICAI” The Institute of Chartered Accountants of India
“IFRS” International Financial Reporting Standards
“Income Tax Act” The Income-tax Act, 1961
“Ind AS” Indian Accounting Standards notified under Section 133 of the Companies Act and referred to in the
Companies (Indian Accounting Standards) Rules, 2015
“India” Republic of India
“Indian GAAP” or “IGAAP” Accounting Standards notified under Section 133 of the Companies Act and referred to in the
Companies (Accounting Standards) Rules, 2014
“IPO” Initial public offering
“IRDAI” Insurance Regulatory and Development Authority of India
12
Term Description
“IST” Indian Standard Time
“IT” Information Technology
“IT Act” The Information Technology Act, 2000
“Labour Codes” Collectively:
(1) ‘The Code on Wages, 2019’ which received the assent of the President of India on August
8, 2019.
(2) ‘The Occupational Safety, Health and Working Conditions Code, 2020’ which received the
assent of the President of India on September 28, 2020.
(3) ‘The Industrial Relations Code, 2020’ which received the assent of the President of India on
September 28, 2020; and
(4) ‘The Code on Social Security, 2020’ which received the assent of the President of India on
September 28, 2020.
For details, please see “Key Regulations and Policies – Laws relating to labour and employment” on
page 237
“LLP” Limited Liability Partnership
“KYC” Know Your Customer
“MCA” Ministry of Corporate Affairs, Government of India
“Mn” or “mn” Million
“Mutual Fund(s)” Mutual fund(s) registered with the SEBI under the Securities and Exchange Board of India (Mutual
Funds) Regulations, 1996
“NACH” National Automated Clearing House
“National Investment Fund” National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated November 23, 2005 of the
GoI, published in the Gazette of India
“NAV” Net Asset Value
“NBFC” Non-Banking Financial Companies
“NEFT” National Electronic Fund Transfer
“NPCI” National Payments Corporation of India
“NRE” Non- Resident External
“NRO” Non-Resident Ordinary
“NSDL” National Securities Depository Limited
“NSE” National Stock Exchange of India Limited
“OCB” or “Overseas Corporate A company, partnership, society or other corporate body owned directly or indirectly to the extent of
Body” at least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is
irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003 and
immediately before such date had taken benefits under the general permission granted to OCBs under
FEMA. OCBs are not allowed to invest in the Offer
“p.a.” Per annum
“P/E Ratio” Price to Earnings Ratio
“PAN” Permanent Account Number
“QPs” “qualified purchasers”, as defined under the U.S. Investment Company Act
“RBI” Reserve Bank of India
“Regulation S” Regulation S under the U.S. Securities Act
“RTGS” Real Time Gross Settlement
“Rule 144A” Rule 144A under the U.S. Securities Act
“SCRA” Securities Contracts (Regulation) Act, 1956
“SCRR” Securities Contracts (Regulation) Rules, 1957
“SEBI” Securities and Exchange Board of India constituted under the SEBI Act
“SEBI Act” Securities and Exchange Board of India Act, 1992
“SEBI AIF Regulations” Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012
“SEBI BTI Regulations” Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994
“SEBI FUTP Regulations” Securities and Exchange Board of India (Fraudulent and Unfair Trade Practices relating to Securities
Market) Regulations, 2003
“SEBI FPI Regulations” Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019
“SEBI FVCI Regulations” Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000
“SEBI ICDR Regulations” Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018
“SEBI ICDR Master Circular” SEBI master circular bearing number SEBI/HO/CFD/PoD- 2/P/CIR/2023/00094 dated June 21, 2023
“SEBI Listing Regulations” Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015
“SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992
Regulations”
“SEBI RTA Master Circular” SEBI master circular bearing number SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023
“SEBI SBEB & SE Regulations” Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021
“SEBI T+3 Circular” SEBI circular bearing number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023
13
Term Description
“SEBI Takeover Regulations” Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011
“SEBI VCF Regulations” Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 as repealed pursuant
to the SEBI AIF Regulations
“State Government” The government of a state in India
“Stock Exchanges” BSE and NSE
“STT” Securities Transaction Tax
“Systemically Important NBFC” or Systemically important non-banking financial company as defined under Regulation 2(1)(iii) of the
“NBFC-SI” SEBI ICDR Regulations
“TAN” Tax deduction account number
“US GAAP” or “U.S. GAAP” Generally Accepted Accounting Principles in the United States of America
“U.S. QIBs” “qualified institutional buyers”, as defined in Rule 144A
“U.S. Securities Act” U.S. Securities Act of 1933, as amended
“U.S.” or “USA” or “United United States of America including its territories and possessions, any State of the United States, and
States” the District of Columbia
“USD” or “US$” United States Dollars
“VCFs” Venture capital funds as defined in and registered with the SEBI under the SEBI VCF Regulations or
the SEBI AIF Regulations, as the case may be
KPI-related Definitions
Term Description
“Active Dark Stores” Number of Dark Stores with at least one completed order on the last day of the period/year
“Adjusted EBITDA” Adjusted EBITDA is calculated as loss for the period/year as per restated consolidated statement of
profit and loss plus (i) tax expenses; plus (ii) finance costs; plus (iii) depreciation and amortisation
expense; less (iv) other income; plus (v) share based payments; plus (vi) exceptional items; plus (vii)
share in net loss of an associate and less (viii) rental expenses pertaining to ‘Ind AS 116 leases’. See
“Management’s Discussion and Analysis of Financial Condition and Results of Operations–EBITDA
and Adjusted EBITDA” on page 371 for more details
“Annual Transacting Users” Number of unique transacting users that have completed at least one order on the Swiggy unified-app or
website in a year/period
“Average Order Value” or Average order value refers to monetary value per completed order (gross of any discounts) plus (i) user
“AOV” delivery charges (net of any discounts, including free delivery discounts provided for SwiggyOne
membership programme), plus (ii) packaging charges, plus (iii) fee from users, plus (iv) taxes, excluding
tips, wherever applicable
“Dark Stores” Dark Stores are micro-logistics facilities, which stock and manage a variety of SKUs owned by the
merchant partners
“EBITDA” EBITDA is calculated as profit/loss for the period/year as per restated consolidated statement of profit
and loss plus (i) tax expenses; plus (ii) finance costs; plus (iii) depreciation and amortisation expense.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations–
EBITDA and Adjusted EBITDA” on page 371 for more details
“Food Delivery Adjusted Food Delivery segment results as per Restated Consolidated Financial Information for the period/year
EBITDA” less rental expenses pertaining to ‘Ind AS 116 leases’. See “Management’s Discussion and Analysis of
Financial Condition and Results of Operations – Non-GAAP Financial Measures” on page 369 for more
details
“Food Delivery Average Monthly Number of unique restaurant partners with at least one delivered order in a month, averaged for the
Transacting Restaurant Partners” months in the period/year
“Food Delivery Average Monthly Number of unique transacting users that have completed at least one Food Delivery order in a month,
Transacting Users” or “Food averaged for the months in the period/year
Delivery Average MTU”
“Food Delivery Average Order Food Delivery GOV divided by Food Delivery Total Orders
Value” or “Food Delivery AOV”
“Food Delivery Contribution Food Delivery Gross Revenue, less (i) cost of delivery, less (ii) platform funded discounts, less (iii) other
Margin (as a percentage of variable costs, as a percentage of GOV
GOV)”
“Food Delivery Gross Order Total monetary value of completed Food Delivery orders (gross of any discounts) plus (i) user delivery
Value” or “Food Delivery GOV” charges (net of any discounts, including free delivery discounts provided for Swiggy One membership
program), plus (ii) packaging charges, plus (iii) fee from users, plus (iv) taxes, excluding tips.
“Food Delivery Gross Revenue” Revenue from operations for Food Delivery plus (i) user delivery charges collected and passed on to
delivery partners (net of any discounts, including free delivery discounts provided through Swiggy One
membership program), plus (ii) fee from users (that is not already included in revenue from operations)
collected and netted off from platform funded discounts given for corresponding orders. See
“Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP
Financial Measures” on page 369 for more details
“Food Delivery Total Orders” Total completed Food Delivery orders on the platform
“Gross Order Value” or “GOV” Consolidated Gross Order Value of consumer facing businesses i.e. (i) Food delivery, plus (ii) Quick
14
Term Description
or “Swiggy Platform B2C GOV” Commerce, plus (iii) Out-of-home Consumption, excluding Platform Innovations
“Monthly Transacting Users” or Number of unique transacting users that have completed at least one order on the Swiggy unified app /
“MTU” website in a month
“Out-of-home Consumption Out-of-home Consumption segment results as per Restated Consolidated Financial Information for the
Adjusted EBITDA” period/year less rental expenses pertaining to ‘Ind AS 116 leases’. See “Management’s Discussion and
Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” on page
369 for more details
“Out-of-home Consumption Total number of unique Swiggy Dineout restaurants that are listed with payment option in a month,
Average Monthly Active averaged for the months in the period/year
Restaurants Partners”
“Out-of-home Consumption Out-of-home Consumption Gross Order Value divided by Out-of-home Consumption Total
Average Order Value” or “Out- Transactions
of-home Consumption AOV”
“Out-of-home Consumption Out-of-home Consumption Gross Revenue, less (i) platform funded discounts, less (ii) other variable
Contribution Margin (as a costs, as a percentage of GOV
percentage of GOV)”
“Out-of-home Consumption Total monetary value of all completed transactions (gross of any discounts) on Dineout and SteppinOut,
Gross Order Value” or “Out-of- plus (i) fee from users, plus (ii) taxes
home Consumption GOV”
“Out-of-home Consumption Revenue from operations for Out-of-home Consumption plus fee from users (that is not already included
Gross Revenue” in revenue from operations) collected and netted off from platform funded discounts given for
corresponding orders (as applicable). See “Management’s Discussion and Analysis of Financial
condition and results of operations – Non-GAAP Financial Measures” on page 369 for more details
“Out-of-home Consumption Total transactions completed on Swiggy Dineout and SteppinOut
Total Transactions”
“Platform Innovations Adjusted Platform Innovations Segment results as per Restated Consolidated Financial Information for the
EBITDA” period/year less rental expenses pertaining to ‘Ind AS 116 leases’. See “Management’s Discussion and
Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” on page
369 for more details
“Platform Innovations Gross Revenue from operations for Platform Innovations, plus (i) user delivery charges collected and passed
Revenue” on to delivery partners (net of any discounts, including free delivery discounts provided through Swiggy
One membership program), plus (ii) fee from users (that is not already included in revenue from
operations) collected and netted off from platform funded discounts given for corresponding orders. See
“Management’s Discussion and Analysis of Financial condition and results of operations – Non-GAAP
Financial Measures” on page 369 for more details
“Quick Commerce Adjusted Quick Commerce segment results as per Restated Consolidated Financial Information for the period/year
EBITDA” less rental expenses pertaining to ‘Ind AS 116 leases’. See “Management’s Discussion and Analysis of
Financial Condition and Results of Operations – Non-GAAP Financial Measures” on page 369 for more
details
“Quick Commerce Average Number of unique transacting users that have completed at least one Quick Commerce order in a month,
Monthly Transacting Users” or averaged for the months in the period/year
“Quick Commerce Average
MTU”
“Quick Commerce Average Quick Commerce GOV divided by Quick Commerce Total Orders
Order Value” or “AOV”
“Quick Commerce Contribution Quick Commerce Gross Revenue, less (i) cost of delivery, less (ii) platform funded discounts, less (iii)
Margin (as a percentage of cost of fulfilment services, less (iv) other variable costs, as a percentage of GOV
GOV)”
“Quick Commerce Gross Order Total monetary value of completed orders at maximum retail price (“MRP”) of goods sold (except for
Value” or “Quick Commerce instances where MRP is not applicable such as fruits and vegetables wherein final selling price is used
GOV” instead of MRP) and gross of any discounts, plus (i) user delivery charges (net of any discounts,
including free delivery discounts provided for Swiggy One membership program), plus (ii) packaging
charges, plus (iii) fee from users, plus (iv) taxes, excluding tips
“Quick Commerce Gross Revenue from operations for Quick Commerce plus (i) user delivery charges collected and passed on to
Revenue” delivery partners (net of any discounts, including free delivery discounts provided through Swiggy One
membership program), plus (ii) fee from users (that is not already included in revenue from operations)
collected and netted off from platform funded discounts given for corresponding orders. See
“Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP
Financial Measures” on page 369 for more details
“Quick Commerce Total Orders” Total completed Quick Commerce orders on the platform
“Supply Chain and Distribution Supply Chain and Distribution segment results as per Restated Consolidated Financial Information for
Adjusted EBITDA” the period/year less rental expenses pertaining to ‘Ind AS 116 leases’. See “Management’s Discussion
and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” on
page 369 for more details
“Supply Chain and Distribution (i) Total monetary value of goods sold to wholesalers and retailers, plus (ii) Revenue from supply chain
Revenue” management and enablement services that we provide to our wholesalers and retailers. Also, represents
15
Term Description
revenue from operations for Supply Chain and Distribution segment as per Note 36 of the Restated
Consolidated Financial Information
“Swiggy Platform Consolidated Consolidated Adjusted EBITDA of all businesses i.e. (i) Food delivery (ii) Quick Commerce (iii) Out-
Adjusted EBITDA” of-home Consumption (iv) Supply chain and distribution and (v) Platform Innovations. See
“Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP
Financial Measures” on page 369 for more details
“Swiggy Platform Average Number of unique delivery partners that have delivered at least one order in a month, averaged for the
Monthly Transacting Delivery months in the period/year
Partners” or “Average Monthly
Transacting Delivery Partners”
“Swiggy Platform Average Number of unique transacting users that have completed at least one order on the Swiggy unified-app /
Monthly Transacting Users” or website in a month, averaged for the months in the period/year
“Swiggy Platform Average
MTU”
“Swiggy Platform Consolidated Consolidated Gross Revenue of all businesses i.e. (i) Food delivery, plus (ii) Quick Commerce, plus (iii)
Gross Revenue” Out-of-home Consumption, plus (iv) Supply Chain and Distribution, plus (v) Platform Innovations. See
“Management’s Discussion and Analysis of Financial condition and results of operations – Non-GAAP
Financial Measures” on page 369 for more details
“Swiggy Platform Frequency” Completed orders per user in a month, averaged for the months in the period/year
“Total Orders” or “Swiggy Consolidated orders of consumer facing businesses i.e. (i) Food delivery, plus (ii) Quick Commerce,
Platform B2C Total Orders” plus (iii) Out-of-home Consumption, excluding Platform Innovations
16
SUMMARY OF THE OFFER DOCUMENT
The following is a general summary of certain disclosures and the terms of the Offer and is not exhaustive, nor does it purport
to contain a summary of all the disclosures in this Prospectus or all details relevant to prospective investors. This summary
should be read in conjunction with, and is qualified in its entirety by, the more detailed information appearing elsewhere in
this Prospectus, including “Risk Factors”, “The Offer”, “Capital Structure”, “Objects of the Offer”, “Industry Overview”,
“Our Business”, “Our Principal Shareholder”, “Restated Consolidated Financial Information”, “Outstanding Litigation and
Material Developments”, “Offer Procedure” and “Description of Equity Shares and Terms of the Articles of Association” on
pages 33, 71, 92,142, 184, 204, 276, 279, 394, 445, and 466, respectively.
Summary of the primary business of our Company
Swiggy is a consumer-first technology company offering users an easy-to-use convenience platform – to browse, select, order
and pay for food (Food Delivery), grocery and household items (Instamart), and have their orders delivered to their doorstep
through on-demand delivery network. Our platform can be used to make restaurant reservations (Dineout) and for events
bookings (SteppinOut), avail product pick-up/ drop-off services (Genie) and engage in other hyperlocal commerce (Swiggy
Minis, among others) activities. We augment the value proposition to users through our membership program “Swiggy One”,
“Swiggy Money”, and Swiggy-HDFC Bank credit card.
Summary of the industry in which our Company operates
Evolving demographic structures are leading to Indian consumers not only shopping more, but also increasingly choosing digital
channels for their purchases, and as a result, online commerce platforms have reached over 950 cities. This shift allows
consumer-first technology platforms to engage with consumers at multiple touchpoints. Digitally-native consumers are creating
an internet-based ecosystem across consumption categories leading to growth in online market. Hyperlocal, urban convenience-
driven, high-frequency commerce platforms stand out for consumers. Between 2018 and 2023, the online Food Delivery and
Quick Commerce markets grew at CAGRs of ~42% and 148%-169%, respectively (Source: Redseer Report). Further there is
significant increase in annual spending by users on online Food Delivery, which has increased from ~₹2,800-3,200 in 2018 to
approximately ₹7,500- 8,000 in 2023 (Source: Redseer Report). The spend per user for Quick Commerce increased to ~₹13,400
in 2023 which was negligible in 2018 (Source: Redseer Report).
Our Promoters
Our Company does not have an identifiable promoter in terms of the SEBI ICDR Regulations and the Companies Act.
Offer Size
The following table summarizes the details of the Offer.
Offer of Equity Shares(1)(2) 290,494,914* Equity Shares for cash at price of ₹390^ per Equity Share (including a premium of
₹389 per Equity Share) aggregating ₹ 113,274.27 million^.
Of which:
(i) Fresh Issue(1) 115,407,051* Equity Shares aggregating to ₹ 44,990.00 million*^.
(ii) Offer for Sale(2) 175,087,863* Equity Shares aggregating to ₹68,284.27 million*.
The Offer consists of:
Employee Reservation Portion(3) 750,000* Equity Shares aggregating to ₹ 273.75 million*^
Net Offer 289,744,914* Equity Shares aggregating to ₹ 113,000.52 million*^
*
Subject to finalisation of Basis of Allotment
^An Employee Discount of ₹25 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion
(1) The Offer has been authorised by our Board pursuant to the resolution passed at their meeting dated April 18, 2024, and August 21, 2024 and by our
Shareholders pursuant to the special resolution passed at their extraordinary general meeting dated April 23, 2024, and October 3, 2024.
(2) Our Board has taken on record the consent of each of the Selling Shareholders to severally and not jointly participate in the Offer for Sale pursuant to
its resolutions dated April 25, 2024, September 24, 2024 and October 28, 2024,. Each of the Selling Shareholders has, severally and not jointly,
specifically authorized its respective participation in the Offer for Sale to the extent of its respective portion of the Offered Shares pursuant to their
respective consent letters. Further, each of the Selling Shareholders, severally and jointly, confirms that it was eligible to participate in the Offer for Sale
in accordance with Regulation 8 of the SEBI ICDR Regulations. Each of the Selling Shareholders, severally and not jointly, confirms that its respective
portion of the Offered Shares were eligible to be offered for sale in the Offer in accordance with Regulation 8A of the SEBI ICDR Regulations, to the
extent applicable to such Selling Shareholder, as on the date of this Prospectus. For further details, see “The Offer” and “Other Regulatory and Statutory
Disclosures” on pages 71 and 407 respectively.
(3) The Employee Reservation Portion did not exceed 5% of our post-Offer paid-up Equity Share capital. In the event of under-subscription in the Employee
Reservation Portion, the unsubscribed portion will be made available for allocation and Allotment, proportionately to all Eligible Employees who had
Bid in excess of ₹ 0.20 million (net of Employee Discount), subject to the maximum value of Allotment made to such Eligible Employees not exceeding ₹
0.50 million (net of Employee Discount). The unsubscribed portion, if any, in the Employee Reservation Portion (after allocation of up to ₹ 0.50 million,
net of Employee Discount), shall be added to the Net Offer. Our Company, in consultation with the BRLMs, offered a discount on the Offer Price to
Eligible Employees bidding in the Employee Reservation Portion which was announced two Working Days prior to the Bid/Offer Opening Date. For
further details, see “Offer Procedure” and “Offer Structure” on pages 445 and 441 respectively.
The Offer and Net Offer constituted 12.98% and 12.94% of the post-Offer paid up Equity Share capital of our Company. For
further details, see “The Offer” and “Offer Structure” beginning on pages 71 and 441, respectively.
17
Objects of the Offer
Our Company proposes to utilise the Net Proceeds towards funding the following objects:
(in ₹ million)
S. Particulars Estimated amount
No.
1. Investment in our Material Subsidiary, Scootsy, for repayment or pre-payment, in full or in part, of 1,648.00
certain or all of its borrowings
2. Investment in our Material Subsidiary, Scootsy, for: (a) expansion of our Dark Store network for 11,787.00
our Quick Commerce segment through setting up of Dark Stores; and (b) making lease / license
payments for Dark Stores:
(a) expansion of our Dark Store network for our Quick Commerce segment through setting 7,554.00
up of Dark Stores
(b) making lease / license payments for Dark Stores 4,233.00
3. Investment in technology and cloud infrastructure 7,034.00
4. Brand marketing and business promotion expenses for enhancing the brand awareness and visibility 11,153.00
of our platform, across our segments
5. Funding inorganic growth through unidentified acquisitions and general corporate purposes 11,967.82#
Total 43,589.82
#
The amount to be utilised for general corporate purposes and funding inorganic growth through acquisitions and does not exceed 35% of the Gross Proceeds.
The amount to be utilised for each of: (a) funding inorganic growth through acquisitions; and (b) general corporate purposes alone does not exceed 25% of
the Gross Proceeds.
For further details, see “Objects of the Offer” beginning on page 142.
Aggregate pre-Offer and post-Offer shareholding of the Selling Shareholders
S. Category of Selling Shareholders Pre-Offer Post-Offer*
No. No. of Equity Percentage of No. of Equity Percentage of
Shares# pre-Offer paid- Shares post-Offer paid-
up Equity up Equity Share
Share capital capital on a fully
on a fully diluted basis
diluted basis (%)#
(%)#
Corporate Selling Shareholders
1. Accel India IV (Mauritius) Limited^ 105,090,411 4.71 94,517,705 4.03
2. Alpha Wave Ventures, LP^ 18,991,956 0.85 13,418,483 0.57
3. Apoletto Asia Ltd^ 11,108,529 0.50 9,412,025 0.40
4. Baron Emerging Markets Fund^ 15,931,328 0.71 14,689,512 0.63
5. Coatue PE Asia XI LLC^ 42,210,719 1.89 38,325,306 1.63
6. DST Asia VI^ 6,754,221 0.30 5,723,105 0.24
7. DST EuroAsia V B.V. ^ 36,814,077 1.65 31,192,409 1.33
8. Elevation Capital V Limited^ 69,150,558 3.10 61,754,305 2.63
9. Goldman Sachs Asia Strategic Pte. Ltd.^ 1,730,235 0.08 1,595,367 0.07
10. Harmony Partners (Mauritius) Ltd.^ 8,040,339 0.36 7,413,610 0.32
11. HH BTPL Holdings II Pte. Ltd.^ 25,929,708 1.16 23,908,537 1.02
12. Inspired Elite Investments Limited^ 32,655,909 1.46 25,908,663 1.10
13. Lynks Shareholders' Trust^ 1,782,918 0.08 1,643,943 0.07
14. MIH India Food Holdings B.V.^ 690,456,425 30.92 581,359,885 24.76
15. Norwest Venture Partners VII-A-Mauritius^ 70,582,380 3.16 64,176,073 2.73
16. Tencent Cloud Europe B.V. ^ 81,172,539 3.64 74,845,296 3.19
17. Times Internet Limited 6,107,642 0.27 4,984,322 0.21
18. West Street Global Growth Partners (Singapore) Pte. 8,960,796 8,262,319 0.35
0.40
Ltd. ^
19. West Street Global Growth Partners Emp 836,397 771,201 0.03
0.04
(Singapore) Pte. Ltd. ^
Individual Selling Shareholders
20. Lakshmi Nandan Reddy Obul^ 39,147,523 1.75 37,401,777 1.59
21. Rahul Jaimini^ 25,472,982 1.14 24,309,152 1.04
22. Samina Hamied 353,052 0.02 325,532 0.01
23. Sriharsha Majety^@ 119,765,245 5.36 118,019,499 5.03
Total 1,419,045,889 63.55 1,243,958,026 52.97
* Subject to completion of the Offer and finalization of Basis of Allotment.
# Includes Equity Shares pursuant to exercise of all outstanding options that are vested as on the date of this Prospectus, under the ESOP Schemes, as
applicable. For details of the ESOP Schemes, see “Capital Structure” beginning on page 92.
^ Pursuant to resolution dated October 16, 2024, passed by our Finance and General Management Committee, (i) 1,474,011 CCPS held by Accel India IV
(Mauritius) Limited were converted to 105,089,411 Equity Shares; (ii) 13,556 CCPS held by Alpha Waves Ventures, LP were converted to 18,991,956
Equity Shares; (iii) 21,919 CCPS held by Apoletto Asia Ltd were converted to 11,108,519 Equity Shares; (iv) 11,578 CCPS held by Baron Emerging
18
Markets Fund were converted to 15,931,328 Equity Shares; (v) 44,119 CCPS held by Coatue PE Asia XI LLC were converted to 42,210,719 Equity
Shares; (vi) 18,811 CCPS held by DST Asia VI were converted to 6,754,211 Equity Shares; (vii) 40,267 CCPS held by DST EuroAsia V B.V. were
converted to 36,814,067 Equity Shares; (viii) 48,358 CCPS held by Elevation Capital V Limited were converted to 67,749,558 Equity Shares; (ix) 1,235
CCPS held by Goldman Sachs Asia Strategic Pte. Ltd. were converted to 1,730,235 Equity Shares; (x) 5,729 CCPS held by Harmony Partners (Mauritius)
Ltd were converted to 8,026,329 Equity Shares; (xi) 18,508 CCPS held by HH BTPL Holdings II Pte. Ltd. were converted to 25,929,708 Equity Shares;
(xii) 23,309 CCPS held by Inspired Elite Investments Limited were converted to 32,655,909 Equity Shares; (xiii) 1,782,918 CCPS held by Lynks
Shareholders' Trust were converted to 1,782,918 Equity Shares; (xiv) 492,224 CCPS held by MIH India Food Holdings B.V. were converted to 689,509,349
Equity Shares; (xv) 50,370 CCPS held by Norwest Venture Partners VII-A Mauritius were converted to 70,568,370 Equity Shares; (xvi) 57,939 CCPS
held by Tencent Cloud Europe B.V. were converted to 81,172,539 Equity Shares; (xvii) 6,396 CCPS held by West Street Global Growth Partners
(Singapore) Pte. Ltd. were converted to 8,960,796 Equity Shares; (xviii) 597 CCPS held by West Street Global Growth Partners Emp (Singapore) Pte. Ltd
were converted to 836,397 Equity Shares; (xix) 30,521,800 CCPS held by Lakshmi Nandan Reddy Obul were converted to 30,521,800 Equity Shares; (xx)
25,454,800 CCPS held by Rahul Jaimini were converted to 25,454,800 Equity Shares; and (xxi) 69,950,000 CCPS held by Sriharsha Majety were
converted to 111,920,000 Equity Shares. For details, see “Capital Structure - Notes to the Capital Structure–Share capital history of our Company” on
page 93”
@ In addition, Ananda Investments, a partnership firm in which Sriharsha Majety is a partner, holds 19,279,695 Equity Shares, amounting to 0.86% of the
pre-Offer Equity Share capital of the Company. The pre-Offer Equity Share capital of Ananda Investments has been calculated on the basis of number of
Equity Shares held divided by total Equity Shares and such number of Equity Shares arising on account of exercise of all outstanding options that are
vested under the ESOP Schemes.
For further details of the Offer, see “Capital Structure” beginning on page 92.
Summary of Restated Consolidated Financial Information
The following details are derived from the Restated Consolidated Financial Information as at June 30, 2024, June 30, 2023,
March 31, 2024, March 31, 2023 and March 31, 2022:
(in ₹ million, unless otherwise stated)
Particulars As at and for As at and for As at and for As at and for As at and for
the three the three the Financial the Financial the Financial
months ended months ended Year ended Year ended Year ended
June 30, 2024 June 30, 2023 March 31, March 31, March 31,
2024 2023 2022
Equity share capital 38.09 26.57 30.06 26.57 8.56
Total income 33,101.11 25,096.50 116,343.49 87,144.53 61,197.77
Revenue from operations 32,222.17 23,898.18 112,473.90 82,645.96 57,048.97
Loss for the period/year (6,110.07) (5,640.84) (23,502.43) (41,793.05) (36,288.96)
Basic earnings per equity share (in ₹) (2.76) (2.58) (10.70) (19.33) (18.62)
Diluted earnings per equity share (in ₹) (2.76) (2.58) (10.70) (19.33) (18.62)
Total borrowings 2,566.11 - 2,111.86 - -
Net Worth 74,449.92 86,605.97 77,914.61 90,566.12 122,669.12
Return on Net Worth (%) (8.21) (6.51) (30.16) (46.15) (29.58)
Net Asset Value per Equity Share (in ₹) 33.61 39.61 35.48 41.88 62.96
Notes:
A. Basic and Diluted EPS and Return on Net Worth numbers for the three months ended June 30, 2024 and June 30, 2023 have not been annualised.
B. The ratios have been computed as follows:
i. Basic and Diluted EPS has been calculated in accordance with the Indian Accounting Standard 33 – “Earnings per share”. The face value of equity
shares of our Company is ₹1.
ii. Net Asset Value per Equity Share (in ₹) is computed as Net Worth at the end of the period/ year divided by weighted average number of Equity
shares, weighted average number of Compulsorily convertible cumulative preference shares and vested ESOPs outstanding at the end of the period/
year.
iii. Return on Net Worth (%) is calculated as loss for the period/year divided by the Net Worth at the end of the respective period/year.
C. Accounting and other ratios are derived from the Restated Consolidated Financial Information.
D. Net worth means aggregate of equity share capital, instruments entirely equity in nature and other equity as of June 30, 2024, June 30, 2023 and as of
March 31, 2024, 2023 and 2022.
E. Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the period/ year adjusted by the number of
equity shares issued during the period/ year multiplied by the time weighting factor. The time weighting factor is the number of days for which the specific
shares are outstanding as a proportion of total number of days during the period/ year.
F. Earnings per share calculations are in accordance with Ind AS 33.
G. Total borrowings represent sum of current and non-current borrowings.
H. For reconciliation of Non-GAAP Financial measures, see “Management’s Discussion and Analysis of Financial Conditions and Results of Operations –
Non-GAAP Financial Measures” on page 369.
For further details, see “Restated Consolidated Financial Information” on page 279.
19
Qualifications of the Statutory Auditors which have not been given effect to in the Restated Consolidated Financial
Information
There are no qualifications included by the Statutory Auditors in their audit reports which have not been given effect to in the
Restated Consolidated Financial Information.
Summary of Outstanding Litigation
A summary of outstanding litigation proceedings as on the date of this Prospectus as disclosed in the section titled “Outstanding
Litigation and Material Developments” beginning on page 394 in terms of the SEBI ICDR Regulations is provided below:
Name of entity Criminal Claims in Statutory or Material civil Aggregate amount
proceedings relation to tax regulatory litigations involved
proceedings proceedings (in ₹ million)^
Company
By our Company 3 - - - -
Against our Company 4 24 6 - 3,606.56*
Directors#
By our Directors - - - - -
Against our Directors 2 - 3 - -
Subsidiaries
By Subsidiaries 1 - - - -
Against Subsidiaries 1 6 3 - 359.52
^ to the extent quantifiable.
# Excluding matters which also involve our Company and Subsidiaries, as applicable.
*Tax demand is nil, since the Company and Subsidiaries, as applicable, had losses in the respective years.
As on date of this Prospectus, there are no outstanding litigations involving the Group Companies, which may have a material
impact on our Company.
For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Material Developments” beginning
on page 394.
Risk Factors
For details of the risks applicable to us, see “Risk Factors” beginning on page 33. Investors are advised to read the risk factors
carefully before making an investment decision in the Offer.
Summary of Contingent Liabilities
The details of our contingent liabilities are set forth in the table below:
(in ₹ million)
S. No. Particulars As at June 30, 2024
a. Legal claim contingencies 1.21
b. Income tax demands 16.02
c. In December 2023, our Company received show cause notices (“SCNs”) from the GST authorities requiring our Company to show
cause why a tax liability of ₹ 3,267.63 million along with the interest and penalty for the period from July 2020 to March 31, 2022,
should not be demanded and recovered. The alleged amount is calculated on the delivery charges collected by our Company from the
end user on behalf of the delivery partners. The Company will continue to monitor developments in this case and address any further
proceedings as necessary.
For further details, see “Restated Consolidated Financial Information – Note 34(b): Contingent Liabilities” on page 335.
Summary of Related Party Transactions
The following is the summary of transactions with related parties for the three months ended June 30, 2024 and June 30, 2023
and Fiscals ended 2024, 2023 and 2022 (post inter-company eliminations) as per Ind AS 24:
(in ₹ million, unless specified otherwise)
S. Name of Nature of transactions Transactions for the
No. Related Party Three Three Fiscal 2024 Fiscal Fiscal 2022
months months 2023
ended ended
June 30, June 30,
2024 2023
1. Remuneration Short term employee benefits 25.07 18.24 94.81 164.28 79.66
to key
management Post-employment benefits - - - - 4.06
personnel Share-based payment 2,073.96 524.64 2,270.52 596.75 1,784.84
20
S. Name of Nature of transactions Transactions for the
No. Related Party Three Three Fiscal 2024 Fiscal Fiscal 2022
months months 2023
ended ended
June 30, June 30,
2024 2023
Directors remuneration and sitting fee 7.23 3.20 14.94 2.40 -
2. Issue and allotment of bonus CCPS shares to key - - - - 119,296.80
managerial personnel*
* represents bonus CCPS of 119,296,800 with a face
value of ₹ 1,000 each issued to KMP pursuant to Board
approval dated January 03, 2022, which are convertible
into 170,641,800 equity shares with a face value of ₹ 1
each amounting to equity share capital ₹ 170.64 million.
MIH India Capital infusion - - - 22,305.73
Food Holdings -
3.
B.V. (Naspers) Issue and allotment of bonus CCPS - - - - 946.40
shares
4. Maverix Capital infusion - - - - 15.84
Platforms
Private Limited
5. Loyal Revenue from platform services - - 0.16 0.02
Hospitality -
Private Limited Expenses towards rent and utilities 2.95 4.16 16.51 - -
Expenses incurred on behalf of LHPL - 3.03 5.73 - -
6. Loyal Revenue from platform services - 1.76 6.69 1.60 -
Hospitality
Kitchens
Private Limited
7. Vijayawada Revenue from platform services 0.32 0.39 1.55 1.78 1.74
Hospitalities
Private Limited
8. Surendranath Revenue from platform services 0.08 0.05 0.24 0.20 0.16
Majety (Hotel
Minerva)
Total related party transactions (A) 2,109.61 555.47 2,411.15 767.03 144,435.23
Revenue from operations (B) 32,222.17 23,898.18 112,473.90 82,645.96 57,048.97
Total related party transactions to revenue from operations 6.55 2.32 2.14 0.93 253.18
(A/B) (%)
For details of the related party transactions, see “Restated Consolidated Financial Information – Note 35: Related Party
Transactions” on page 335.
The following are the details of the transactions eliminated during the three months ended June 30, 2024 and June 30, 2023 and
Fiscals ended 2024, 2023 and 2022:
(in ₹ million)
S. Particulars As at As at As at As at As at
No. June 30, June 30, March March 31, March 31,
2024 2023 31, 2024 2023 2022
a) In the books of Swiggy Limited (Formerly known as Swiggy Private Limited, Bundl Technologies Private Limited )
Scootsy Logistics Private Limited
Investment in equity* 3,083.37 33.31 4,156.77 30.33 -
Loan given - - - 11,667.09 13,476.62
Loan repaid - 2,025.19 2,564.18 - -
Interest income on loans 500.60 534.17 2,036.90 1,727.89 312.61
Advertising and sales promotion 549.81 383.27 1,883.60 2,138.98 741.88
Amount collected on behalf of Scootsy 71.67 - 581.81 209.16 -
Reimbursement of expense to 1,137.02 - 2,507.37 - -
Expenses towards facility services 788.96 - 1,570.39 - -
Employee related reimbursement income 32.99 16.51 117.27 162.75 136.25
Rent income 1.65 2.17 4.77 1.65 155.52
Other income 11.59 - 14.09 42.00 15.60
Sale of Property, plant and equipment - - - - 751.48
Proceeds from sale of investment - - 3,855.39 - -
Transfer of employee liabilities to Scootsy 2.05 - - - -
Payment made on behalf of Scootsy 1.10 - - - -
21
S. Particulars As at As at As at As at As at
No. June 30, June 30, March March 31, March 31,
2024 2023 31, 2024 2023 2022
Supr Infotech Solutions Private Limited
Investment in equity* - 6.53 52.79 126.06 481.97
Loans given 110.00 395.00 1,360.00 2,110.07 4,071.00
Amount collected on behalf of Supr 2.36 - - - -
Transfer of employee liabilities from Supr 18.64 - - - -
Interest income on loans 200.74 173.02 746.34 613.36 314.96
Employee related reimbursement income - 8.80 35.73 49.80 22.97
Rent income - 2.54 9.47 25.26 -
Other income - 10.74 44.46 38.21 22.93
Purchase of Property, plant and equipment - - - 11.50 1.74
Lynks Logistics Limited
Other income - - 5.67 - -
Loan given - - 372.58 - -
Interest income on loans - - 20.75 - -
b) In the books of Scootsy Logistics Private Limited
Swiggy Limited (formerly known as Swiggy Private Limited,
Bundl Technologies Private Limited)
Capital infusion* 3,083.37 33.31 4,156.77 30.33 -
Loans taken - - - 11,667.09 13,476.62
Loans repaid - 2,025.19 2,564.18 - -
Interest expense on loans 500.60 534.17 2,036.90 1,727.89 312.61
Sale of traded goods 286.81 281.62 976.51 1,991.61 741.88
Other operating income 263.00 101.65 907.09 147.37 -
Amount collected on behalf of the company 71.67 - 581.81 209.16 -
Employee related reimbursement expense 32.99 16.51 117.27 162.75 136.25
Rent expense 1.65 2.17 4.77 1.65 155.52
Other expense 11.59 - 14.09 42.00 15.60
Revenue from supply chain services 788.96 - 1,570.39 - -
Reimbursement of expense from 1,137.02 - 2,507.37 - -
Purchase of Property, plant and equipment - - - - 751.48
Purchase of Investment - - 3,855.39 - -
Payments made by the Company on behalf of Scootsy 1.10 - - - -
Transfer of employee liabilities from the Company 2.05 - - - -
Supr Infotech Solutions Private Limited
Purchase of Property, plant and equipment 3.49 - - 23.00 -
Transfer of employee liabilities from Supr 18.49 - - - -
c) In the books of Supr Infotech Solutions Private Limited
Swiggy Limited (formerly known as Swiggy Private Limited,
Bundl Technologies Private Limited)
Capital infusion* - 6.53 52.79 126.06 481.97
Loans taken 110.00 395.00 1,360.00 2,110.07 4,071.00
Interest expense on loans 200.74 173.02 746.34 613.36 314.96
Employee related reimbursement expense - 8.80 35.73 49.80 22.97
Rent expense - 2.54 9.47 25.26 -
Other income - 10.74 44.46 38.21 22.93
Sale of Property, plant and equipment - - - 11.50 1.74
Transfer of employee liabilties to the Company 18.64 - - - -
Amount collected by the Company on behalf of Supr 2.36 - - - -
Scootsy Logistics Private Limited
Sale of Property, plant and equipment 3.49 - - 23.00 -
Transfer of employee liabilties to Scootsy 18.49 - - - -
d) d) In the books of Lynks Logistics Limited
Swiggy Limited (formerly known as Swiggy Private Limited,
Bundl Technologies Private Limited)
Other expense - - 5.67 - -
22
S. Particulars As at As at As at As at As at
No. June 30, June 30, March March 31, March 31,
2024 2023 31, 2024 2023 2022
Loan taken - - 372.58 - -
Interest expense on loans - - 20.75 - -
*Includes ESOP cross charge considered as capital infusion amounting to ₹ Nil (June 30, 2023: ₹ 6.53 Million, March 31, 2024: ₹ 52.79 Million, March 31,
2023: ₹ 126.06 Million, March 31, 2022: ₹ 481.97 Million) for Supr and ₹ 83.37 Million (June 30, 2023: ₹ 33.31 Million, March 31, 2024: ₹ 256.77 Million,
March 31, 2023: ₹ 30.33 Million, March 31, 2022: ₹ Nil) for Scootsy.
For details of the related party transactions, see “Restated Consolidated Financial Information –– Note 35: Related Party
Transactions” on page 335.
Average cost of acquisition of the Selling Shareholders
The average cost of acquisition per Equity Share acquired by the Selling Shareholders, as of the date of this Prospectus is:
S. No. Name of the Selling Shareholders Number of Equity Shares held# Average cost of
acquisition per Equity
Share$#
Corporate Selling Shareholders
1. Accel India IV (Mauritius) Limited^ 105,090,411 11.17
2. Alpha Wave Ventures, LP^ 18,991,956 178.90
3. Apoletto Asia Ltd^ 11,108,529 13.98
4. Baron Emerging Markets Fund^ 15,931,328 357.87
5. Coatue PE Asia XI LLC^ 42,210,719 101.49
6. DST Asia VI^ 6,754,221 165.11
7. DST EuroAsia V B.V.^ 36,814,077 94.75
8. Elevation Capital V Limited^ 69,150,558 11.44
9. Goldman Sachs Asia Strategic Pte. Ltd.^ 1,730,235 188.65
10. Harmony Partners (Mauritius) Ltd. ^ 8,040,339 20.14
11. HH BTPL Holdings II Pte. Ltd. ^ 25,929,708 165.11
12. Inspired Elite Investments Limited^ 32,655,909 90.81
13. Lynks Shareholders’ Trust^ 1,782,918 357.87
14. MIH India Food Holdings B.V. ^ 690,456,425 131.15
15. Norwest Venture Partners VII-A-Mauritius^ 70,582,380 14.82
16. Tencent Cloud Europe B.V. ^ 81,172,539 165.47
17. Times Internet Limited 6,107,642 357.87
18. West Street Global Growth Partners (Singapore) Pte. Ltd. ^ 8,960,796 188.65
19. West Street Global Growth Partners Emp (Singapore) Pte. 836,397 188.65
Ltd. ^
Individual Selling Shareholders
20. Lakshmi Nandan Reddy Obul^ 39,147,523 0.00*
21. Rahul Jaimini^ 25,472,982 0.00*
22. Samina Hamied 353,052 141.58
23. Sriharsha Majety^@ 119,765,245 0.00*
* Negligible.
$
As certified by Manian and Rao, Chartered Accountants pursuant to their certificate dated November 8, 2024.
#
Includes Equity Shares pursuant to exercise of all outstanding options that are vested as on the date of this Prospectus, under the ESOP Schemes, as
applicable. For details of the ESOP Schemes, see “Capital Structure” beginning on page 92.
^ Pursuant to resolution dated October 16, 2024, passed by our Finance and General Management Committee, (i) 1,474,011 CCPS held by Accel India IV
(Mauritius) Limited were converted to 105,089,411 Equity Shares; (ii) 13,556 CCPS held by Alpha Waves Ventures, LP were converted to 18,991,956 Equity
Shares; (iii) 21,919 CCPS held by Apoletto Asia Ltd were converted to 11,108,519 Equity Shares; (iv) 11,578 CCPS held by Baron Emerging Markets Fund
were converted to 15,931,328 Equity Shares; (v) 44,119 CCPS held by Coatue PE Asia XI LLC were converted to 42,210,719 Equity Shares; (vi) 18,811
CCPS held by DST Asia VI were converted to 6,754,211 Equity Shares; (vii) 40,267 CCPS held by DST EuroAsia V B.V. were converted to 36,814,067 Equity
Shares; (viii) 48,358 CCPS held by Elevation Capital V Limited were converted to 67,749,558 Equity Shares; (ix) 1,235 CCPS held by Goldman Sachs Asia
Strategic Pte. Ltd. were converted to 1,730,235 Equity Shares; (x) 5,729 CCPS held by Harmony Partners (Mauritius) Ltd were converted to 8,026,329 Equity
Shares; (xi) 18,508 CCPS held by HH BTPL Holdings II Pte. Ltd. were converted to 25,929,708 Equity Shares; (xii) 23,309 CCPS held by Inspired Elite
Investments Limited were converted to 32,655,909 Equity Shares; (xiii) 1,782,918 CCPS held by Lynks Shareholders' Trust were converted to 1,782,918
Equity Shares; (xiv) 492,224 CCPS held by MIH India Food Holdings B.V. were converted to 689,509,349 Equity Shares; (xv) 50,370 CCPS held by Norwest
Venture Partners VII-A Mauritius were converted to 70,568,370 Equity Shares; (xvi) 57,939 CCPS held by Tencent Cloud Europe B.V. were converted to
81,172,539 Equity Shares; (xvii) 6,396 CCPS held by West Street Global Growth Partners (Singapore) Pte. Ltd. were converted to 8,960,796 Equity Shares;
(xviii) 597 CCPS held by West Street Global Growth Partners Emp (Singapore) Pte. Ltd were converted to 836,397 Equity Shares; (xix) 30,521,800 CCPS
held by Lakshmi Nandan Reddy Obul were converted to 30,521,800 Equity Shares; (xx) 25,454,800 CCPS held by Rahul Jaimini were converted to 25,454,800
Equity Shares; and (xxi) 69,950,000 CCPS held by Sriharsha Majety were converted to 111,920,000 Equity Shares. For details, see “Capital Structure - Notes
to the Capital Structure–Share capital history of our Company” on page 93.
@ In addition, Ananda Investments, a partnership firm in which Sriharsha Majety is a partner, holds 19,279,695 Equity Shares, amounting to 0.86% of the
pre-Offer Equity Share capital of the Company. The pre-Offer Equity Share capital of Ananda Investments has been calculated on the basis of number of
Equity Shares held divided by total Equity Shares and such number of Equity Shares arising on account of exercise of all outstanding options that are vested
under the ESOP Schemes.
23
Weighted average price at which specified securities were acquired by the Selling Shareholders, in the one year
preceding the date of this Prospectus
The weighted average price at which specified securities were acquired by the Selling Shareholders, in the preceding one year
from the date of this Prospectus:
S. No. Name of the Selling Shareholders Number of Equity Shares Weighted average price per
acquired in the preceding one Equity Share (₹)*#
year from the date of this
Prospectus
Corporate Selling Shareholders
1. MIH India Food Holdings B.V. 689,509,349 131.10
2. Elevation Capital V Limited 67,749,558 18.63
3. Norwest Venture Partners VII-A-Mauritius 70,568,370 18.22
4. Harmony Partners (Mauritius) Ltd. 8,026,329 22.87
5. Accel India IV (Mauritius) Limited 105,089,411 12.30
6. Apoletto Asia Ltd 11,108,519 18.00
7. Inspired Elite Investments Limited 32,655,909 56.98
8. DST EuroAsia V B.V. 36,814,067 103.95
9. DST Asia VI 6,754,211 164.77
10. Coatue PE Asia XI LLC 42,210,719 104.42
11. Tencent Cloud Europe B.V. 81,172,539 165.47
12. HH BTPL Holdings II Pte. Ltd. 25,929,708 165.11
13. Alpha Wave Ventures, LP 18,991,956 188.65
14. Goldman Sachs Asia Strategic Pte. Ltd. 1,730,235 188.65
15. West Street Global Growth Partners (Singapore) Pte. Ltd. 8,960,796 188.65
16. West Street Global Growth Partners Emp (Singapore) Pte. 836,397 188.65
Ltd.
17. Baron Emerging Markets Fund 15,931,328 357.87
18. Lynks Shareholders’ Trust 1,782,918 357.87
Individual Selling Shareholders
1. Lakshmi Nandan Reddy Obul 1,700,000 -
1,500,000 -
30,521,800 -
2. Sriharsha Majety 5,000,000 -
20,000,000 -
111,920,000 -
3. Rahul Jaimini 25,454,800 -
*
As certified by Manian and Rao, Chartered Accountants pursuant to their certificate dated November 8, 2024.
# The amount paid on the acquisition of CCPS has been considered as the basis for arriving at the cost of acquisition of Equity Shares.
Details of price at which specified securities were acquired in the last three years preceding the date of this Prospectus
by the Selling Shareholders and the Shareholders with rights to nominate one or more directors on the Board
Except as stated below, there have been no Equity Shares that were acquired in the last three years preceding the date of this
Prospectus, by the Selling Shareholders and Shareholders with special right to nominate one or more directors on the Board of
our Company. The details of the respective price at which these acquisitions were undertaken is stated below:
A. Equity Shares
Name of the shareholder Date of acquisition of Number of Equity Shares Face value per Acquisition price
Equity Shares acquired Equity Share (in per Equity Share
₹) (in ₹)*#
Selling Shareholders
Lakshmi Nandan Reddy Obul July 31, 2024 1,500,000 1 -
April 3, 2024 1,700,000 1 -
October 17, 2024 30,521,800 1 -
Sriharsha Majety April 3, 2024 5,000,000 1 -
September 10, 2024 20,000,000 1 -
October 17, 2024 111,920,000 1 -
Rahul Jaimini October 17, 2024 25,454,800 1 -
MIH India Food Holdings B.V. February 2, 2022 946,400 1 -
October 16, 2024 689,509,349 1 -
Elevation Capital V Limited February 2, 2022 1,400,000 1 -
October 16, 2024 67,749,558 1 -
Norwest Venture Partners VII-A- February 2, 2022 14,000 1 -
Mauritius October 16, 2024 70,568,370 1 -
Harmony Partners (Mauritius) Ltd. February 2, 2022 14,000 1 -
24
Name of the shareholder Date of acquisition of Number of Equity Shares Face value per Acquisition price
Equity Shares acquired Equity Share (in per Equity Share
₹) (in ₹)*#
October 16, 2024 8,026,329 1 -
Samina Hamied February 2, 2022 352,800 1 -
Accel India IV (Mauritius) Limited October 16, 2024 103,689,411 1 -
October 17, 2024 1,400,000 1 -
Apoletto Asia Ltd October 16, 2024 11,094,519 1 -
October 17, 2024 14,000 1 -
Times Internet Limited July 1, 2022 18,011,135 1 357.87
Inspired Elite Investments Limited October 16, 2024 32,655,909 1 -
DST EuroAsia V B.V. October 16, 2024 36,800,067 1 -
October 17, 2024 14,000 1 -
DST Asia VI October 16, 2024 6,740,211 1 -
October 17, 2024 14,000 1 -
Coatue PE Asia XI LLC October 16, 2024 42,196,719 1 -
October 17, 2024 14,000 1 -
Tencent Cloud Europe B.V. October 16, 2024 81,172,539 1 -
HH BTPL Holdings II Pte. Ltd. October 16, 2024 25,929,708 1 -
Alpha Wave Ventures, LP October 16, 2024 18,991,956 1 -
Goldman Sachs Asia Strategic Pte. Ltd. October 16, 2024 1,730,235 1 -
West Street Global Growth Partners October 16, 2024 8,960,796 1 -
(Singapore) Pte. Ltd.
West Street Global Growth Partners October 16, 2024 836,397 1 -
Emp (Singapore) Pte. Ltd.
Baron Emerging Markets Fund October 16, 2024 15,931,328 1 -
Lynks Shareholders’ Trust October 16, 2024 1,782,918 1 -
Shareholders with right to nominate directors
Lakshmi Nandan Reddy Obul July 31, 2024 1,500,000 1 -
April 3, 2024 1,700,000 1 -
October 17, 2024 30,521,800 1 -
Sriharsha Majety April 3, 2024 5,000,000 1 -
September 10, 2024 20,000,000 1 -
October 17, 2024 111,920,000 1 -
February 2, 2022 946,400 1 -
MIH India Food Holdings B.V.
October 16, 2024 689,509,349 1 -
SVF II Songbird (DE) LLC February 2, 2022 14,000 1 -
October 16, 2024 172,898,811 1 -
Accel India IV (Mauritius) Limited October 16, 2024 103,689,411 1 -
October 17, 2024 1,400,000 1 -
* As certified by Manian and Rao, Chartered Accountants pursuant to their certificate dated November 8, 2024.
# The amount paid on the acquisition of CCPS has not been considered in arriving at the acquisition price per Equity Share allotted pursuant to conversion of
CCPS undertaken on October 16, 2024 and October 17, 2024.
B. CCPS#
Name of the acquirer/shareholder Date of acquisition of Number of CCPS acquired Face value per Acquisition price per
CCPS CCPS (in ₹) CCPS
(in ₹)*
Selling Shareholders
MIH India Food Holdings B.V. February 18, 2022 3,859 10,000 492,430.00
Sriharsha Majety January 3, 2022 85,575,000 1,000 -
Rahul Jaimini January 3, 2022 25,454,800 1,000 -
Lakshmi Nandan Reddy Obul January 3, 2022 33,721,800 1,000 -
Accel India IV (Mauritius) Limited January 3, 2022 1,400,000 1,000 -
DST EuroAsia V B.V. January 3, 2022 14,000 1,000 -
DST Asia VI January 3, 2022 14,000 1,000 -
Apoletto Asia Ltd January 3, 2022 14,000 1,000 -
Lynks Shareholders’ Trust August 29, 2023 1,782,918 10 357.87
Baron Emerging Markets Fund February 2, 2022 11,578 10,000 492,430.00
Coatue PE Asia XI LLC January 3, 2022 14,000 1,000 -
Shareholders with right to nominate directors
Accel India IV (Mauritius) Limited January 3, 2022 1,400,000 1,000 -
MIH India Food Holdings B.V. February 18, 2022 3,859 10,000 492,430.00
Sriharsha Majety January 3, 2022 85,575,000 1,000 -
Lakshmi Nandan Reddy Obul January 3, 2022 33,721,800 1,000 -
* As certified by Manian and Rao, Chartered Accountants pursuant to their certificate dated November 8, 2024.
# Series A CCPS, Series B CCPS, Series C CCPS, Series D CCPS, Series E CCPS, Series F CCPS, Series G CCPS, Series H CCPS, Series I CCPS, Series I-2
CCPS, Series J CCPS, Series J-2 CCPS are converted in the ratio of 1,401 Equity Shares for each Series A CCPS, Series B CCPS, Series C CCPS, Series D
25
CCPS, Series E CCPS, Series F CCPS, Series G CCPS, Series H CCPS, Series I CCPS, Series I2 CCPS, Series J CCPS, Series J-2 CCPS held respectively.
Series K CCPS is converted in the ratio of 1,376 Equity Shares for each Series K CCPS held .Series K1 CCPS is converted in the ratio of 1 Equity Share for
each Series K-1 CCPS held. Bonus CCPS are converted in the ratios of 1 Equity Share for each Bonus CCPS held and 1.6 Equity Share for each Bonus CCPS
held.
Weighted average cost of acquisition of all shares transacted in three years, eighteen months and one year immediately
preceding this Prospectus by the Selling Shareholder and Shareholders entitled to right to nominate directors.
Period Weighted average cost of Cap Price is ‘X’ times the Range of acquisition price:
acquisition (in ₹)* Weighted Average Cost of Lowest Price–Highest Price
Acquisition (in ₹)
Last one year Nil NA* NA
Last eighteen months 357.87 1.09* 357.87 - 357.87
Last three years 60.86 6.41* Nil - 357.87
*Excluding conversion of CCPS to Equity Shares.
Issue of Equity Shares made in the last one year for consideration other than cash
Our Company has not issued any Equity Shares for consideration other than cash in the one year preceding the date of this
Prospectus.
Split or consolidation of Equity Shares in the last one year
Our Company has not undertaken sub-division or consolidation of its equity shares in the one year preceding the date of this
Prospectus.
Financing Arrangements
There have been no financing arrangements whereby our Directors and their relatives have financed the purchase by any other
person of securities of our Company, during a period of six months immediately preceding the date of this Prospectus.
Details of pre-IPO placement
Our Company has not undertaken any pre-IPO placement.
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
Our Company had filed an exemption application dated March 4, 2024, with SEBI under Regulation 300(1)(a) of the SEBI
ICDR Regulations, seeking an exemption from the lock-in requirements under Regulation 17(a) of the SEBI ICDR Regulations
with respect to the Equity Shares allotted to certain employees and former employees of the Company and its Subsidiaries
pursuant to exercise of employee stock options under the ESOP Schemes, which were subsequently contributed to the Liquidity
Trust, in order to inter alia improve the liquidity opportunities available to such Equity Shares and efficient management of
Equity Shares and the respective number of shareholders through the Liquidity Trust.
Pursuant to a letter dated July 22, 2024, SEBI has granted the aforementioned exemption, subject to certain conditions, including
the following:
a. The securities held by the Liquidity Trust as on April 8, 2024, shall be exempted from Regulation 17(a) of the SEBI ICDR
Regulations;
b. The securities held by the Liquidity Trust as on April 8, 2024 shall be transferred to the respective employees and the
Liquidity Trust be dissolved prior to filing of the UDRHP-I with the SEBI; and
c. The entire shareholding of the Company should be in dematerialised form at the time of filing UDRHP-I with the SEBI.
26
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION
Certain Conventions
All references in this Prospectus to “India” are to the Republic of India and its territories and possessions and all references to
the “Government”, “Indian Government”, “GOI”, “Central Government” or the “State Government” are to the Government of
India, central or state, as applicable.
All references to the “US”, “U.S.”, “USA” or “United States” are to the United States of America and its territories and
possessions.
Unless stated otherwise, all references to page numbers in this Prospectus are to the corresponding page numbers of this
Prospectus. Unless otherwise specified, any time mentioned in this Prospectus is in IST. Unless indicated otherwise, all
references to a year in this Prospectus are to a calendar year.
Financial Data
Our Company’s Financial Year commences on April 1 and ends on March 31 of the next year. Unless stated otherwise, all
references in this Prospectus to the terms Fiscal or Fiscal Year or Financial Year are to the 12 months ended March 31 of such
year.
Unless the context requires otherwise, the financial information in this Prospectus is derived from the Restated Consolidated
Financial Information, which comprise the restated consolidated statement of assets and liabilities as at June 30, 2024, June 30,
2023, March 31, 2024, March 31, 2023 and March 31, 2022 and the restated consolidated statement of profit and loss (including
other comprehensive income), the restated consolidated statement of changes in equity and the restated consolidated statement
of cash flows for the three months ended June 30, 2024 and June 30, 2023, Financial Years ended March 31, 2024, March 31,
2023 and March 31, 2022, the summary of material accounting policies, and other explanatory notes, prepared under Ind AS
notified under Section 133 of the Companies Act, 2013, and in accordance with requirements of Section 26 of Part I of Chapter
III of the Companies Act, Paragraph (A) of Clause 11 (I) of Part A of Schedule VI of the SEBI ICDR Regulations and the
Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India
as amended from time to time. For further information, see “Summary of Financial Information”, “Restated Consolidated
Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
beginning on pages 74, 279 and 359 respectively.
Financial information for the three months ended June 30, 2024 and June 30, 2023 may not be indicative of the financial results
for the full year and are not comparable with financial information for the years ended March 31, 2024, March 31, 2023 and
March 31, 2022.
There are significant differences between Ind AS, Indian GAAP, US GAAP and IFRS. Our Company does not provide
reconciliation of its financial information to IFRS or US GAAP. Our Company has not attempted to explain those differences
or quantify their impact on the financial data included in this Prospectus and it is urged that you consult your own advisors
regarding such differences and their impact on our Company’s financial data. For details in connection with risks involving
differences between Ind AS, U.S. GAAP and IFRS see “Risk Factors – Significant differences exist between Ind AS and other
accounting principles, such as IFRS and U.S. GAAP, which may be material to investors’ assessments of our financial
condition, result of operations and cash flows.” on page 64. The degree to which the financial information included in this
Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting
policies and practices, the Companies Act, 2013, Ind AS and the SEBI ICDR Regulations. Any reliance by persons not familiar
with Indian accounting policies and practices on the financial disclosures presented in this Prospectus should accordingly be
limited.
In this Prospectus, all figures in decimals have been rounded off to the second decimal place and all percentage figures have
been rounded off to two decimal places. In certain instances, due to rounding off, (i) the sum or percentage change of such
numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a column or row in certain tables
may not conform exactly to the total figure given for that column or row. However, where any figures that may have been
sourced from third-party industry sources are rounded off to other than two decimal points in their respective sources, such
figures appear in this Prospectus as rounded-off to such number of decimal points as provided in such respective sources.
Unless the context otherwise indicates, any percentage amounts, or ratios as set forth in “Risk Factors”, “Our Business” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 33, 204 and
359, respectively, and elsewhere in this Prospectus have been calculated on the basis of amounts derived from our Restated
Consolidated Financial Information.
27
Non-GAAP Financial Measures
Certain non-GAAP financial measures relating to our financial performance, including Consolidated Adjusted EBITDA,
Consolidated Gross Revenue, Food Delivery Adjusted EBITDA, Food Delivery Gross Revenue, Out-of-home Consumption
Gross Revenue, Out-of-home Consumption Adjusted EBITDA, Platform Innovations Adjusted EBITDA, Platform Innovations
Gross Revenue, Quick Commerce Adjusted EBITDA, Supply Chain and Distribution Adjusted EBITDA, Quick Commerce
Gross Revenue, Net Worth, Return on Net Worth and Net Asset per Equity Share have been included in this Prospectus and
are a supplemental measure of our performance and liquidity that are not required by, or presented in accordance with, Ind AS,
IFRS or US GAAP. Further, these non-GAAP measures are not a measurement of our financial performance or liquidity under
Ind AS, IFRS or US GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss)
for the period / year or any other measure of financial performance or as an indicator of our operating performance, liquidity,
profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, IFRS or
US GAAP. These non-GAAP financial measures and other information relating to financial performance may not be computed
on the basis of any standard methodology that is applicable across the industry and, therefore a comparison of similarly titled
non-GAAP Measures or other information relating to operations and financial performance between companies may not be
possible. Other companies may calculate the non-GAAP Measures differently from us, limiting their usefulness as a
comparative measure. Although the non-GAAP measures are not a measure of performance calculated in accordance with
applicable accounting standards, our Company’s management believes that they are useful information in relation to our
business and financial performance. For further details see “Risk Factors – Significant differences exist between Ind AS and
other accounting principles, such as IFRS and U.S. GAAP, which may be material to investors’ assessments of our financial
condition, result of operations and cash flows.” on page 64.
Currency and Units of Presentation
All references to:
“Rupees” or “₹” or “INR” or “Rs.” are to Indian Rupees, the official currency of the Republic of India;
“USD” or “US$” or “$” are to United States Dollar, the official currency of the United States of America;
Our Company has presented certain numerical information in this Prospectus in “million” units or in whole numbers where the
numbers have been too small to represent in millions. One million represents 1,000,000, one billion represents 1,000,000,000
and one trillion represents 1,000,000,000,000. Figures sourced from third-party industry sources may be expressed in
denominations other than millions and such figures have been expressed in this Prospectus in such denominations as provided
in such respective sources.
Exchange Rates
This Prospectus contains conversion of certain other currency amounts into Indian Rupees that have been presented solely to
comply with the SEBI ICDR Regulations. These conversions should not be construed as a representation that these currency
amounts could have been, or can be converted into Indian Rupees, at any particular rate or at all.
The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Rupee and
other foreign currencies:
(Amount in ₹)
Currency Exchange rate as at
June 30, 2024* June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
1 USD 83.45 82.04 83.37 82.22 75.81
Source: www.fbil.org.in;
* Since June 30, 2024, was a Sunday, the exchange rate was considered as on June 28, 2024.
Industry and Market Data
Unless stated otherwise, information pertaining to the industry in which our Company operates in, contained in this Prospectus
is derived from the Redseer Report which has been exclusively commissioned and paid for by our Company, for the purpose
of understanding the industry in connection with this Offer. The Redseer Report was made available on the website of our
Company at https://www.swiggy.com/corporate/investor-relations/.
Industry publications generally state that the information contained in such publications has been obtained from publicly
available documents from various sources believed to be reliable. Although the industry and market data used in this Prospectus
is reliable, the data used in these sources may have been re-classified by us for the purposes of presentation however, no material
data in connection with the Offer has been omitted. Data from these sources may also not be comparable.
Industry sources and publications may base their information on estimates and assumptions that may prove to be incorrect. The
extent to which the industry and market data presented in this Prospectus is meaningful depends upon the reader’s familiarity
with, and understanding of, the methodologies used in compiling such information. There are no standard data gathering
28
methodologies in the industry in which our Company conducts business and methodologies and assumptions may vary widely
among different market and industry sources. Such information involves risks, uncertainties and numerous assumptions and is
subject to change based on various factors, including those discussed in “Risk Factors – Certain sections of this Prospectus
contain information from the Redseer Report which has been exclusively commissioned and paid for by us in relation to the
Offer and any reliance on such information for making an investment decision in this offering is subject to inherent risks.” on
page 60.
Although the industry and market data used in this Prospectus is reliable, the data used in these sources may have been re-
classified by us for the purposes of presentation. Data from these sources may also not be comparable. The excerpts of the
Redseer Report are disclosed in this Prospectus and there are no parts, information, data (which may be material and relevant
for the proposed Offer), left out or changed in any manner.
In accordance with the SEBI ICDR Regulations, “Basis for Offer Price” beginning on page 162 includes information relating
to our peer group companies. Such information has been derived from publicly available sources specified herein. Accordingly,
no investment decision should be made solely on the basis of such information.
The Redseer Report is subject to the following disclaimer:
“The market information in this Report is arrived at by employing an integrated research methodology which includes
secondary and primary research. Our primary research work includes surveys and indepth interviews of consumers, customers
and other relevant ecosystem participants, and consultations with market participants and experts. In addition to the primary
research, quantitative market information is also derived based on data from trusted portals and industry publications.
Therefore, the information is subject to limitations of, among others, secondary statistics and primary research, and
accordingly the findings do not purport to be exhaustive. Redseer’s estimates and assumptions are based on varying levels of
quantitative and qualitative analyses from various sources, including industry journals, company reports and information in
the public domain. Redseer’s research has been conducted with a broad perspective on the industry and will not necessarily
reflect the performance of individual companies in the industry. Any financial information pertaining to peer group companies
provided in this Report has been obtained from filings made by such companies with the Registrar of Companies or as publicly
available on their respective websites. No independent research, analysis or verification has been made by Redseer in respect
of such financial information. Redseer shall not be liable for any loss suffered by any person on account of reliance on any
information contained in this Report.
While Redseer has taken due care and caution in preparing this Report based on information obtained from sources generally
believed to be reliable, its accuracy, completeness and underlying assumptions are subject to limitations like interpretations of
market scenarios across sources, data availability, amongst others.
Forecasts, estimates and other forward-looking statements contained in this Report are inherently uncertain and could fluctuate
due to changes in macro-economic factors underlying their assumptions, or events or combinations of events that cannot be
reasonably foreseen. The forecasts, estimates and other forward-looking statements in this Report depend on factors like the
recovery of the economy, evolution of consumer sentiments, the competitive environment, amongst others, leading to significant
uncertainty, all of which cannot be reasonably and accurately accounted for. Actual results and future events, including macro-
economic factors, could differ materially from such forecasts, estimates, or such statements.
This Report is not a recommendation to invest/disinvest in any entity covered in the Report and this Report should not be
construed as investment advice within the meaning of any law or regulation.
Without limiting the generality of the foregoing, nothing in this Report should be construed as Redseer providing or intending
to provide any services in jurisdictions where it does not have the necessary permission and/or registration to carry out its
business activities in this regard. No part of this Report shall be reproduced or extracted or published in any form without
Redseer’s prior written approval.”
Notice to Prospective Investors in the United States and to US persons outside the United States
The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory authority.
Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Prospectus or
approved or disapproved the Equity Shares. Any representation to the contrary is a criminal offence in the United States. In
making an investment decision, investors must rely on their own examination of our Company and the terms of the Offer,
including the merits and risks involved. 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 or to, or for the account or benefit of, U.S. Persons as defined in Regulation S under
the U.S. Securities Act (“U.S. Persons”) except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and applicable state securities laws.
Our Company has not registered and does not intend to register under the U.S. Investment Company Act of 1940, as amended
(the “U.S. Investment Company Act”) in reliance on Section 3(c)(7) of the U.S. Investment Company Act, and investors will
29
not be entitled to the benefits of the U.S. Investment Company Act. Accordingly, the Equity Shares are only being offered and
sold (a) to persons in the United States or to or for the account or benefit of, U.S. Persons, in each case that are both “qualified
institutional buyers” (as defined in Rule 144A under the U.S. Securities Act and referred to in this Prospectus as “U.S. QIBs”
in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act, 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 this Prospectus as “QIBs”) and “qualified purchasers” (as defined under the U.S. Investment Company Act and referred
to in this Prospectus as “QPs”) in reliance on Section 3(c)(7) of the U.S. Investment Company Act; or (b) outside the United
States to investors that are not U.S. Persons nor persons acquiring for the account or benefit of U.S. Persons in offshore
transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those
offers and sales occur. The Equity Shares may not be re-offered, re-sold, pledged or otherwise transferred except in an offshore
transaction in accordance with Regulation S to a person outside the United States and not known by the transferor to be a U.S.
Person by pre-arrangement or otherwise (such permitted transactions including, for the avoidance of doubt, a bona fide sale on
the BSE or NSE).
As we are relying on an analysis that our Company does not come within the definition of an “investment company” under the
U.S. Investment Company Act because of the exception provided under Section 3(c)(7) thereunder, our Company may be
considered a “covered fund” as defined in the Volcker Rule. See “Other Regulatory and Statutory Disclosures – Eligibility and
Transfer Restrictions” on page 412.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India
and may not be offered or sold, and Bids may not be made, by persons in any such jurisdiction, except in compliance with the
applicable laws of such jurisdiction.
Notice to Prospective Investors in the European Economic Area
This Prospectus has been prepared on the basis that all offers of Equity Shares will be made pursuant to an exemption under
the Prospectus Regulation from the requirement to produce a prospectus for offers of Equity Shares. The expression “Prospectus
Regulation” means Regulation (EU) 2017/1129, as applicable in the Relevant Member State (each a “Relevant Member
State”). Accordingly, any person making or intending to make an offer within the European Economic Area (“EEA”) of Equity
Shares which are the subject of the placement contemplated in this Prospectus should only do so in circumstances in which no
obligation arises for our Company, the Selling Shareholders or any of the BRLMs to produce a prospectus for such offer. None
of our Company, the Selling Shareholders and the BRLMs have authorised, nor do they authorise, the making of any offer of
Equity Shares through any financial intermediary, other than the offers made by the Members of the Syndicate which constitute
the final placement of Equity Shares contemplated in this Prospectus.
Information to Distributors (as defined below)
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance
Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer”
(for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Equity
Shares have been subject to a product approval process, which has determined that such Equity Shares are: (i) compatible with
an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties,
each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the
“Target Market Assessment”). Notwithstanding the Target Market Assessment, “distributors” (for the purposes of the MiFID
II Product Governance Requirements) (“Distributors”) should note that: the price of the Equity Shares may decline and
investors could lose all or part of their investment; the Equity Shares offer no guaranteed income and no capital protection; and
an investment in the Equity Shares is compatible only with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks
of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation
to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the BRLMs will only procure
investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to the Equity Shares. Each Distributor is responsible for undertaking
its own target market assessment in respect of the Equity Shares and determining appropriate distribution channels.
Notice to Prospective Investors in the United Kingdom
This Prospectus has been prepared on the basis that all offers of Equity shares will be made pursuant to an exemption under the
UK Prospectus Regulation from the requirement to produce a prospectus for offers of Equity Shares. The expression “UK
30
Prospectus Regulation” means Prospectus Regulation (EU) 2017/1129, as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018. Accordingly, any person making or intending to make an offer within the United
Kingdom of Equity Shares which are the subject of the placement contemplated in this Prospectus should only do so in
circumstances in which no obligation arises for our Company, the Selling Shareholders or any of the BRLMs to produce a
prospectus for such offer. None of our Company, the Selling Shareholders and the BRLMs have authorized, nor do they
authorize, the making of any offer of Equity Shares through any financial intermediary, other than the offers made by the
Members of the Syndicate which constitute the final placement of Equity Shares contemplated in this Prospectus.
Information to Distributors (as defined below)
Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and
Product Governance Sourcebook (“PROD”) (the “UK MiFIR Product Governance Rules”), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any ‘manufacturer’ (for the purposes of the UK Product
Governance Rules) may otherwise have with respect thereto, the Equity Shares have been subject to a product approval process,
which has determined that such Equity Shares are: (i) compatible with an end target market of: (a) investors who meet the
criteria of professional clients as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); (b) eligible counterparties, as defined in the FCA
Handbook Conduct of Business Sourcebook (“COBS”); and (c) retail clients who do not meet the definition of professional
client under (b) or eligible counterparty per (c); and (ii) eligible for distribution through all distribution channels as are permitted
by Directive 2014/65/EU (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Equity Shares may decline and investors could lose all or part of their investment; the Equity
Shares offer no guaranteed income and no capital protection; and an investment in the Equity Shares is compatible only with
investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements
of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding
the Target Market Assessment, the BRLMs will only procure investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of COBS 9A and COBS 10A respectively; or (b) a recommendation to any investor or group
of investors to invest in, or purchase or take any other action whatsoever with respect to the Equity Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the Equity Shares and determining appropriate
distribution channels.
31
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. All statements contained in this Prospectus that are not statements
of historical fact constitute “forward-looking statements”. All statements regarding our expected financial condition and results
of operations, business, plans and prospects are forward-looking statements. These forward-looking statements generally can
be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”, “estimate”, “intend”, “likely to”, “seek to”,
“shall”, “objective”, “plan”, “project”, “propose”, “will”, “will continue”, “will pursue” or other words or phrases of similar
import. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking statements.
All forward-looking statements regarding our Company, whether made by us or any third parties in this Prospectus are based
on our current plans, estimates, presumptions and expectations and actual results may differ materially from those suggested
by such forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions about
us that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement,
including but not limited to, regulatory changes pertaining to the industry in which we operate and our ability to respond to
them, our ability to successfully implement our strategy, our growth and expansion, technological changes, our exposure to
market risks, general economic and political conditions in India and globally, which have an impact on our business activities
or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign
exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in
domestic and international laws, regulations and taxes, incidence of any natural calamities and/or violence and changes in
competition in our industry. Important factors that could cause actual results to differ materially from our expectations include,
but are not limited to, the following:
We have incurred net losses in each year since incorporation and have negative cash flows from operations. If we are
unable to generate adequate revenue growth and manage our expenses and cash flows, we may continue to incur significant
losses.
If we fail to retain our existing user base or fail to acquire new users in a cost-effective manner, our business, financial
condition and results of operations could be adversely affected.
Attracting and retaining delivery partners is critical to our business, and failure to do so in a cost-effective way may have
an adverse effect on our business, financial condition and results of operations.
If we fail to retain our existing or acquire additional restaurant partners, merchant partners and brand partners in a cost-
effective manner, our business, financial condition and results of operations could be adversely affected. Further, if
partners on our platform try to pass on increased operating costs to users, users may decrease the frequency with which
they interact on our platform and order volumes on our platform may decline.
Managing our Dark Stores is critical to our Quick Commerce business and failure to do so in a cost-effective way may
have an adverse effect on our business, financial condition and results of operations.
For further discussion of factors that could cause the actual results to differ from the expectations, see “Risk Factors”, “Our
Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages
33, 204 and 359, respectively. By their nature, certain market risk disclosures are only estimates and could be materially
different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those
that have been estimated and are not a guarantee of future performance.
Forward-looking statements reflect current views of our Company as on the date of this Prospectus and are not a guarantee of
future performance. There can be no assurance to investors that the expectations reflected in these forward-looking statements
will prove to be correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking
statements and not to regard such statements to be a guarantee of our future performance.
These statements are based on our management’s belief and assumptions, which in turn are based on currently available
information. Although we believe the assumptions upon which these forward-looking statements are based on are reasonable,
any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could
be incorrect. Neither our Company, any Selling Shareholder, our Directors, the BRLMs nor any of their respective affiliates
have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to
reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with the
requirements of the SEBI, our Company and the BRLMs shall ensure that Bidders in India are informed of material
developments, in relation to statements and undertakings specifically confirmed and undertaken by our Company and each of
the Selling Shareholders, severally and not jointly, solely, in relation to itself as a Selling Shareholder and its respective portion
of the Offered Shares, in this Prospectus, from the date thereof until the time of the grant of listing and trading permission by
the Stock Exchanges for the Offer. Further, only statements and undertakings which are confirmed or undertaken by each
Selling Shareholder, as the case may be, in this Prospectus shall be deemed to be statements and undertakings made by such
Selling Shareholder as of the date of this Prospectus.
32
SECTION II: RISK FACTORS
An investment in equity shares involves a high degree of risk. You should carefully consider each of the following risk factors
and all other information in this Prospectus, including the risks and uncertainties described below before making an
investment in the Equity Shares.
We have described the risks and uncertainties that we believe are material, but these risks and uncertainties may not be the
only risks relevant to us, the Equity Shares, or the industry in which we currently operate or propose to operate. Some risks
may be unknown to us and other risks, currently believed to be immaterial, could be or become material. Unless specified
or quantified in the relevant risk factor below, we are not in a position to quantify the financial or other implication of any
of the risks mentioned in this section. If any or a combination of the following risks actually occur, or if any of the risks that
are currently not known or deemed to be not relevant or material now actually occur or become material in the future, our
business, cash flows, prospects, financial condition and results of operations could suffer, the trading price of the Equity
Shares could decline and you may lose all or part of your investment. To obtain a more detailed understanding of our
business and operations, please read this section in conjunction with the sections “Our Business”, “Industry Overview”,
“Key Regulations and Policies”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
and “Restated Consolidated Financial Information” on pages 204, 184, 233, 359 and 279, respectively, as well as other
financial and statistical information contained in this Prospectus.
In making an investment decision, you must rely on your own examination of us and the terms of the Offer, including the
merits and risks involved and you should consult your tax, financial and legal advisors about the consequences of investing
in the Offer. Prospective investors should pay particular attention to the fact that we are incorporated under the laws of
India and are subject to a legal and regulatory environment which may differ in certain respects from that of other countries.
This Prospectus also contains forward-looking statements that involve risks, assumptions, estimates and uncertainties. Our
actual results could differ materially from those anticipated in these forward-looking statements because of certain factors,
including but not limited to the considerations described below. For details, see “Forward-Looking Statements” on page 32.
Unless otherwise indicated, industry and market data used in this section have been derived from the report titled ‘Report
on Indian Hyperlocal Commerce Opportunity’ dated October 18, 2024 (the “Redseer Report”) prepared and issued by
Redseer Strategy Consultants Private Limited (“Redseer”), which has been commissioned by and paid for by our Company
exclusively in connection with the Offer for the purposes of confirming our understanding of the industry in which we operate.
The data included herein includes excerpts from the Redseer Report and may have been re-ordered by us for the purposes
of presentation. A copy of the Redseer Report was made available on the website of our Company at
https://www.swiggy.com/corporate/investor-relations/ from the date of filing of the Red Herring Prospectus until the
Bid/Offer Closing Date. Unless otherwise indicated operational, industry and other related information and included herein
with respect to any particular year refers to such information for the relevant calendar year.
Internal Risks
Risks Relating to our Business and Industry
1. We have incurred net losses in each year since incorporation and have negative cash flows from operations. If we
are unable to generate adequate revenue growth and manage our expenses and cash flows, we may continue to incur
significant losses.
We started our operations in 2014 as a Food Delivery service and have since launched multiple services on our platform,
such as Quick Commerce in 2020, Dineout in 2022, pick-up/drop-off service Genie in 2020, and engage in other
hyperlocal commerce through Swiggy Minis. While our Gross Revenues has increased over the years as shown in the
table below, we have incurred significant expenses to support our growth, including advertising and sales promotions
expenses to increase our user base and enhance our brand; delivery and related costs to support our delivery facilitation
services; and employee benefit expenses to support our operations, among others. As a result, we have incurred net
losses in each year since our incorporation and had negative cash flows from operating activities. Please refer to the data
set forth in the table below for more details:
(₹ million, unless otherwise provided)
Particulars Three months ended Fiscals
June 30,
2024 2023 2024 2023 2022
B2C GOV(1) 101,895.86 82,771.86 349,690.75 277,405.18 201,222.59
B2C Contribution Margin (as a percentage of B2C 3.65% 2.39% 2.81% (2.02)% (1.17)%
GOV)(2) (%)
Revenue from operations 32,222.17 23,898.18 112,473.90 82,645.96 57,048.97
Swiggy Platform Consolidated Gross Revenue(3) 34,772.87 26,938.48 123,203.14 94,796.89 68,604.44
Swiggy Platform Consolidated Adjusted EBITDA(4) (3,478.00) (4,868.96) (18,355.67) (39,103.37) (32,337.62)
Loss for the period/year(5) (6,110.07) (5,640.84) (23,502.43) (41,793.05) (36,288.96)
Loss as a percentage of Revenue from operations (%) (18.96)% (23.60)% (20.90)% (50.57)% (63.61)%
Net cash used in operating activities (5,166.27) (1,737.82) (13,127.35) (40,599.09) (39,003.87)
33
(1) B2C GOV refers to Consolidated Gross Order Value of consumer facing businesses i.e., (i) Food Delivery, plus (ii) Quick Commerce, plus (iii)
Out-of-home Consumption, excluding Platform Innovations. Please refer to “Definitions and Abbreviations – Technical, Industry and Business-
Related Terms or Abbreviations” on page 12 for more details.
(2) B2C Contribution Margin (as a percentage of B2C GOV) is the sum total of the absolute Contribution Margin of our B2C segments (Food
Delivery, Quick Commerce and Out-of-home Consumption businesses) divided by B2C GOV. Please refer to “Definitions and Abbreviations –
KPI-related Definitions” on page 14 for more details.
(3) Swiggy Platform Consolidated Gross Revenue refers to Consolidated Gross Revenue of all businesses i.e. (i) Food delivery, plus (ii) Quick
Commerce, plus (iii) Out-of-home Consumption, plus (iv) Supply Chain and Distribution, plus (v) Platform Innovation. For more details, see
“Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures – Gross Revenue”
on page 370.
(4) Swiggy Platform Consolidated Adjusted EBITDA is computed as consolidated Adjusted EBITDA of all businesses i.e. (i) Food delivery (ii) Quick
Commerce (iii) Out of Home Consumption (iv) Supply chain and distribution and (v) Platform Innovations. See “Management’s Discussion and
Analysis of Financial condition and Results of Operations – Non-GAAP Financial Measures” on page 369 for more details.
(5) The reason for the difference between Contribution Margin and Loss is due to non-variable cost items. These costs are deducted from the
Contribution Margin to arrive at Loss. Examples of these cost items are, technology and cloud infrastructure cost, employee benefits expense,
advertising and sales promotion costs, among others.
Our GOV is not concentrated in any geography across our segments. We expect to continue expending financial and
other resources on expanding our operations – including increasing our user and partner base, introducing new offerings
and expanding our operations in existing and new cities, among others. These efforts may require more investment than
we expect and may not result in increased revenue or growth in our business. Our revenue growth may decline due to a
number of other factors, including slowing demand in the sectors we service, reduced user interactions on our platform,
or insufficient growth in the number of platform participants caused by increasing competition, our failure to continue
to capitalise on growth opportunities, increasing regulatory and compliance costs and the maturity of our business,
among others. Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses
efficiently could prevent us from achieving, maintaining or increasing profitability or positive cash flow from operations
on a consistent basis. If we are unable to successfully address these risks or if we are unable to generate adequate revenue
growth and manage our expenses and cash flows, we may continue to incur significant losses. For more details on our
revenue model see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page
359.
2. If we fail to retain our existing user base or fail to acquire new users in a cost-effective manner, our business,
financial condition and results of operations could be adversely affected.
The growth of our business depends on our ability to grow our offerings continuously by cost-effectively retaining and
acquiring users. Our cohorts data for Platform ATU and platform frequency retention for Fiscals 2024, 2023 and 2022
is as follows:
Platform Annual Transacting Users(1) Cohort
ATU (millions) Year I Year II Year III
Fiscal 2022 35.09 1.00x 0.59x 0.52x
Fiscal 2023 43.34 1.00x 0.57x
Fiscal 2024 46.84 1.00x
B2C Platform Frequency Retention by Cohort(2)
Year I Year II Year III
Fiscal 2022 1.00x 1.09x 1.16x
Fiscal 2023 1.00x 1.12x
Fiscal 2024 1.00x
(1) Platform Annual Transacting Users refers to the number of unique transacting users that have completed at least one order on the Swiggy
unified-app or website in a year.
(2) B2C Platform Frequency Retention refers to the completed orders for the retained users in a particular year, divided by the completed orders
for such users in their first year of transacting on the platform.
Each cohort represents unique users who completed their first order on our platform in a given fiscal year. For example,
the cohort for Fiscal 2022 includes all users that completed their first order on our platform in Fiscal 2022 and have
collectively transacted on our platform and increased their transaction frequency on our platform to 1.16x in the third
year.
Our user base may decline for various reasons, including change in user behaviour or preferences and unavailability of
food and products options they may be seeking; restaurant partners and merchant partners on our competitor platforms
offering more attractive prices, incentives, discounts or lower fees; competitors offering more user-friendly features on
mobile apps or websites; among others. Although we have not had material instances of a decrease in our user base, any
decline in our user base will affect our ability to attract and retain restaurant partners, merchant partners and brand
partners. This in turn could adversely affect our business, financial condition and results of operations. We incur
expenses to attract and retain users on our platform, such as discounts and promotions, including through our
membership programme, “Swiggy One” where members benefit from, free delivery for certain select orders and
additional promotions and discounts. We also engage in traditional non-digital marketing (such as television, radio and
print, among others) and digital services advertising on various platforms to attract users. The following table sets forth
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our advertising and sales promotion expenses, as a percentage of total expenses and as a percentage of revenue from
operations for the periods indicated:
Particulars Three months ended Fiscals
June 30,
2024 2023 2024 2023 2022
Advertising and sales promotion (in ₹ million) 4,453.73 4,871.35 18,507.99 25,011.60 20,050.73
Advertising and sales promotion as a percentage of 11.40% 15.85% 13.27% 19.41% 20.94%
total expenses (%)
Advertising and sales promotion as a percentage of 13.82% 20.38% 16.46% 30.26% 35.15%
revenue from operations (%)
Our ability to provide an engaging user experience also depends on the success of our promotions and other marketing
initiatives. Our marketing initiatives may require continued investments, as we continue to expand our operations or as
a result of competition, and there can be no assurance that we will always be able to generate a meaningful return on
these marketing initiatives. Even if we successfully increase revenue because of our paid marketing efforts, it may not
offset these additional advertising and sales promotion expenses we incur. Additionally, the evolving marketing
approaches and tools may require us to experiment with, and incur additional expenses for, new marketing methods to
keep pace with industry trends and user preferences. For example, many users initially may access our platform to take
advantage of certain promotions which are available to first time users. However, these users may not continue to access
our platform after they take advantage of our promotions. We may incur advertising and sales promotion as we expand
our operations, including in new cities in India. Our failure to refine our existing marketing approaches or to introduce
new effective marketing approaches in a cost-effective manner could negatively impact our business, financial condition
and results of operations. If we are not able to expand our user base cost-effectively, convert our users to regular paying
users, or increase the spending of our current user base on our platform, users’ interactions on our platform may decrease,
which in turn could cause our revenue to grow slower than expected or decline.
3. Attracting and retaining delivery partners is critical to our business, and failure to do so in a cost-effective way may
have an adverse effect on our business, financial condition and results of operations.
We believe that having a large and flexible network of delivery partners coupled with a seamless experience providing
technology is essential to our success. Delivery Partners engage with the Company’s Platform on a gig basis, and
therefore have the freedom to work for any number of days and hours, as per their preference. This results in them
simultaneously working at different places or only working for a few hours a day or only a few days in a month or year
at their discretion.The following table provides our Average Monthly Transacting Delivery Partners, the average
delivery charges paid per order to Delivery Partners and average number of orders processed by Delivery Partners on
our platform for the periods indicated:
Particulars Three months ended June Fiscals
30,
2024 2023 2024 2023 2022
Swiggy Platform Average Monthly 457,249 350,280 392,589 322,819 243,496
Transacting Delivery Partners (1)
Average delivery charges paid per 58.27 55.98 56.01 58.99 59.23
order to Delivery Partners (₹)(2)(3)
Average number of orders processed 463 515 1,919 1,999 2,036
by Delivery Partners(4)
(1) Swiggy Platform Average Monthly Transacting Delivery Partners refers to the number of unique delivery partners that have delivered at least
one order in a month, averaged for the months in the period / year. See “Definitions and Abbreviations – KPI Related Definitions” on page 14.
(2) Average delivery charges paid per order to Delivery Partners refers to total cost of delivery for Food Delivery and Quick Commerce segments
divided by total orders for Food Delivery and Quick Commerce segments for the period/year.
(3) Reflects the efficiencies and reducing distances.
(4) Reflects the total orders delivered by Average Monthly Transacting Delivery Partners for the year / period.
We do not have exclusive arrangement with delivery partners. Our ability to attract new and retain existing delivery
partners largely depends on the delivery fee and other incentives they can earn through our platform and other benefits
that we offer including accident and medical coverage, an income protection cover plan, smart gears, road safety
awareness workshops, resting spots and maternity benefits. Further retention of delivery partners on our platform also
depends on the efficient allocation of orders to delivery partners, such that they have opportunities to earn through our
platform. While we continue to improve the efficiency and sophistication of our technology, including enhancing
demand prediction, estimating food preparation times and optimising our routing and batching algorithms, there can be
no assurance that such efforts will be successful. Any failure to do so could cause the delivery partners to leave our
platform. If we are not able to retain and expand the delivery partner base as a result of, but not limited to, them earning
less than competitive delivery fees on our platform, the introduction of other platforms offering better terms, strikes or
unionisations of delivery partners or by legislation that may disrupt this service, we may not be able to service user
orders effectively. For example, there have been sporadic incidents of strikes in certain locations for a few days by
delivery partners in the three months ended June 30, 2024 and in Fiscals, 2024, 2023 and 2022 where delivery partners
35
tabled various demands which, among other things included change in their pay structure, earnings and incentives,
insurance coverage, working condition and support related concerns. We resolved these issues through active
engagement and communication with our Delivery Partners, negotiation and making changes to earning components or
our processes as necessary and applicable. Although these strikes did not significantly impact our operations, there is no
assurance that such strikes will not occur again. For more details, see “–External Risks – Changing laws, rules and
regulations in India and legal uncertainties including any adverse application of corporate and tax laws, may adversely
affect our business, cash flows, prospects and results of operations” on page 62.
4. If we fail to retain our existing or acquire additional restaurant partners, merchant partners and brand partners in a
cost-effective manner, our business, financial condition and results of operations could be adversely affected. Further,
if partners on our platform try to pass on increased operating costs to users, users may decrease the frequency with
which they interact on our platform and order volumes on our platform may decline.
Our growth depends on our ability to attract and retain restaurant partners, merchant partners and brand partners on our
platform, and increase in the selection and assortment of food and products on the platform thereby increasing user
interaction and the average order value generated on our platform. Partners are attracted to our platform primarily due
to our large user base and tools including advertisement and other business enablement tools to increase interaction with
users. Our failure to do so in a cost-effective manner and at competitive prices, may diminish our ability to attract and
retain partners on our platform, and our failure to do so may have an adverse impact on our operations, results of
operations and financial condition. The following table provides our Food Delivery Average Monthly Transacting
Restaurant Partners, Out-of-home Consumption Average Monthly Active Restaurants and Active Dark Stores for the
periods indicated:
Particulars Three months ended June Fiscals
30,
2024 2023 2024 2023 2022
Food Delivery Average Monthly 223,671 183,138 196,499 174,598 129,036
Transacting Restaurant Partners (1)
Out-of-home Consumption Average 33,352 22,889 26,575 10,426 -
Monthly Active Restaurants (2)
Active Dark Stores (3) 557 421 523 421 301
(1) Food Delivery Average Monthly Transacting Restaurant Partners refers to the number of unique restaurant partners with at least one delivered
order in a month, averaged for the months in the period / year.
(2) Out-of-home Consumption Monthly Average Active Restaurants refers to the total number of unique Swiggy Dineout restaurants that are listed
with payment option in a month, averaged for the months in the period / year.
(3) Active Dark Stores refers to the number of Dark Stores with at least one completed order on the last day of the period / year.
Note: Due to the nature of a hyperlocal platform, partners have the freedom to enlist and delist at any time. Some
partners may also use the Company’s platform services for certain periods based on their convenience. As a result,
transacting partner data, as disclosed above, is a more meaningful representation of the Company’s partner network.
While we have not faced instances of partner attrition having a material impact on our operations in the past, other than
in the ordinary course of business, our partner base may decline for various reasons. Some examples include our inability
to increase the number of orders completed on our platform, our inability to offer competitive commission rates, our
partners’ inability to engage effectively with users on our platform due to technical glitches, or changes in their own
business imperatives or financial health. Some of these may result in partners not renewing contracts with us; enhancing
their presence on other platforms, launching or focussing on their own delivery services; or shuttering their online
delivery model, among others. In such an event, the selection and assortment of food and products that are offered
through our platform may decline, users may interact less frequently with our platform, and consequently our user base
and gross order value might decline. In addition, we may have disputes with restaurant partners, merchant partners and
brand partners about compliance with quality control or other policies which may cause them to cease doing business
with us. All of these could have a material adverse impact on our operations, results of operations and financial condition.
See “ - We face intense competition across the markets we serve and if we are unable to compete effectively, our business,
financial condition and results of operations would be adversely affected” on page 38 and see “We do not have exclusive
arrangements with our delivery partners, merchant partners, brand partners and almost all our restaurant partners and
they may prioritize the services of our competitors or not renew their contracts with us which could have an adverse
impact on our operations” on page 48.
Additionally, partners’ operating costs are affected by certain factors beyond their control, such as inflation, raw
materials availability, labour, rental costs, energy costs and changing user preferences, among others. If partners on our
platform try to pass on increased operating costs to users, users may decrease the frequency with which they interact on
our platform and order volumes on our platform may decline. This in turn could adversely affect our business, financial
condition and results of operations.
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5. Managing our Dark Stores is critical to our Quick Commerce business and failure to do so in a cost-effective way
may have an adverse effect on our business, financial condition and results of operations.
The success of our Quick Commerce business depends in part on the location, size and density of our Dark Stores. This
is critical for our merchant partners to have access to a wide user base, enable a wider selection and assortment of
products on the platform, ensure rapid order fulfilment, and reduce the last-mile time and cost, and in turn deliver a
superior user experience. Our Dark Stores are operated on leasehold basis pursuant to lease agreements or leave and
licence agreements. The following table provides details on our Dark Stores for the periods indicated:
Particulars As at and for the three Fiscals/ As at March 31,
months ended June
30,
2024 2023 2024 2023 2022
Number of Dark Stores open as on the first day of 538 460 460 330 12
each period/Opening count of the Dark Stores*
Number of Dark Stores opened/added during the 59 45 220 248 324
relevant period*
Number of Dark Stores closed during the relevant 16 61 142 118 6
period*^
Number of Dark Stores open as on the last day of 581 444 538 460 330
each period/closing count of the Dark Stores*
Active Dark Stores*$ 557 421 523 421 301
% of number of Dark Stores as on the end of the 95.87% 94.82% 97.21% 91.52% 91.21%
period#
* As certified by Manian and Rao, Chartered Accountants pursuant to their certificate dated October 28,2024.
$ Active Dark Stores refers to number of Dark Stores with at least one completed order on the last day of the period / year.
# Represents Active Dark Stores divided by the number of Dark Stores open as on the last day of each period/year/closing count of dark stores.
^ Dark stores closed include those that are relocated, reorganised or replaced. Reasons for closure of Dark Stores include: (a) replacement with more
optimal locations to better serve customer demand and demand clusters, reduce delivery times and costs; and (b) relocation/reorganisation into a
larger space in order to accommodate larger inventory.
For information regarding our Dark Stores, please see “Objects of the Offer – Details of the Objects – 2. Investment in our Material Subsidiary,
Scootsy, for: (a) expansion of our Dark Store network for our Quick Commerce segment through setting up of Dark Stores; and (b) making lease /
license payments for Dark Stores” on page 147.
We cannot assure you that the current locations of our Dark Stores will continue to be suitable for our merchant partners
or that we will be successful in opening new Dark Stores, to service our merchant partners, in suitable locations or in
time. User demand or economic conditions where our Dark Stores are located could decline in the future, lease / license
payments of our Dark Stores could increase substantially; residential and demographic patterns may shift; or
neighbourhoods where we have Dark Stores could complain against the operations of these stores in their locality. Such
reasons may require us to shut down our Dark Stores or relocate them to less favourable locations, resulting in reduced
sales or higher cost of fulfilment in those locations.
We intend to use part of the Net Proceeds for investment in our Material Subsidiary, Scootsy, for: (a) expansion of our
Dark Store network for our Quick Commerce segment through setting up of Dark Stores; and (b) making lease / license
payments for Dark Stores. There can, however, be no assurance that such Net Proceeds will be deployed effectively, or
at all, and failure to do so may have an adverse effect on our business and financial condition. For risks relating to our
use of Net Proceeds, see “— Our funding requirements and proposed deployment of Net Proceeds of the Offer are based
on management estimates and have not been independently appraised by a bank or a financial institution and if there
are any delays or cost overruns, our business, financial condition and results of operations may be adversely affected.”
and “Objects of the Offer” on pages 42 and 142 respectively.
6. Managing our warehouses is critical to our Supply Chain and Distribution business and failure to do so in a cost-
effective way may have an adverse effect on our business, financial condition and results of operations.
The success of our Supply Chain and Distribution business depends in part on the location, size and density of our
warehouses. Our warehouses are operated on leasehold basis pursuant to lease agreements or leave and licence
agreements. The following table provides the details on our warehouses for the periods indicated:
Particulars Three months ended June Fiscals
30,
2024(2) 2023(2) 2024(2) 2023(2) 2022
No. of Warehouses as on the 50 32 32 32 4
beginning of the period
No. of Warehouses opened(1) 6 0 28 17 29
No. of Warehouses closed 2 1 10 17 1
No. of Warehouses as on the end of 54 31 50 32 32
the period
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Cities where Warehouses are present 13 14 12 13 7
at the end of the period
(1) Includes those acquired through acquisition of Lynks.
(2) Includes two warehouses in Fiscals 2023 and 2024 that are leased by wholesalers and managed by our Material Subsidiary, Scootsy.
We cannot assure you that the current locations of our warehouses will continue to be suitable for wholesalers and
retailers or that we will be successful in opening new warehouses. Lease / license payments for our warehouses could
increase substantially or demographic patterns may shift. Such reasons may require us to shut down our warehouses or
relocate them to less favourable locations. If we are unable to renew lease/licence agreements for our existing warehouses
cost-effectively or open new warehouses at suitable locations on time, and on terms favourable to us, we may be
compelled to reassess the feasibility of our existing warehouses, which may adversely impact our ability to serve
wholesalers and retailers effectively and adversely impact our growth strategies.
7. We face intense competition across the markets we serve and if we are unable to compete effectively, our business,
financial condition and results of operations would be adversely affected.
We operate in a highly competitive hyperlocal industry. According to the RedSeer Report (section 2, page 4), the
increase in household income and purchasing power of Indians along with rapid digitisation has led to the proliferation
of the hyperlocal commerce ecosystem in India with multiple players entering this market. For instance, between 2018
and 2023, the online Food Delivery and Quick Commerce markets grew at CAGRs of approximately 42% and 148-169%
respectively, and the online dining out segment is expected to grow at 46% to 53% respectively between 2023 and 2028.
In turn, this growth may have prompted and may prompt in the future, multiple players to enter and grow within the
hyperlocal market. With the growing competition, consumers could use more than one platform depending on the value
proposition and relevance. Consistent with industry practice and other regulatory requirements, delivery partners,
merchant partners, brand partners and almost all restaurant partners do not have exclusive arrangements with us and use
multiple third-party platforms concurrently as they attempt to maximize earnings. Restaurant partners and merchant
partners may also choose to utilize their own, in-house website or applications, or delivery fleets, instead of using our
platform or services. For more details, see “ - If we fail to retain our existing or acquire additional restaurant partners,
merchant partners and brand partners in a cost-effective manner, our business, financial condition and results of
operations could be adversely affected. Further, if partners on our platform try to pass on increased operating costs to
users, users may decrease the frequency with which they interact on our platform and order volumes on our platform
may decline” on page 36.
The following table provides an overview of our competitive landscape in India across our key segments of Food
Delivery, Quick Commerce and Dining Out.
Segment Our competitive landscape in India Examples of direct
competitors
Food Delivery We compete with players such as, online food delivery players; Zomato; QSR Chains
standalone branded food services players; and restaurants which own offering delivery services
and operate their own delivery fleets.
Out-of-home We compete with players such as, online restaurant booking platforms; Zomato; Eazydiner
Consumption self-booking restaurants; offline restaurants
Quick Commerce We compete with players such as, Online horizontal e-commerce Blinkit (Zomato); Zepto; BB
platforms, vertical grocery; other retail platforms; offline organized Now (Big Basket)
outlets; and unorganized retail stores
Source: the RedSeer Report (section 5, page 18)
As we and our competitors introduce new offerings and as existing offerings evolve, we expect to become subject to
additional competition. Our competitors may operate in single or multiple segments or offer an integrated platform
similar to us, or service additional categories as well that we may not cater to. In addition, our competitors may adopt
some of our platform features or may innovate certain features that users and our partners value more highly than ours,
which would render our platform less attractive and reduce our ability to differentiate our platform. These competitors
may be well-established or new entrants and focused on providing low-cost alternatives or higher quality offerings, or
any combination thereof. Our competitors in certain cities may enjoy competitive advantages such as reputational
advantages, better brand recognition, longer operating histories, larger marketing budgets and/or better localized
knowledge. They may also offer discounted services; incentives to users, restaurant partners, merchant partners, brand
partners or delivery partners; promotions, innovative offerings or alternative pricing models, among others. Greater
financial resources, easier access to capital or strategic acquisitions or collaborations by our competitors may allow
competitors to respond to new or emerging technologies or trends faster than us. These technology trends may include
new software applications or related services based on artificial intelligence, machine learning, or robotics that we have
not implemented. We may be exposed to competitive risks related to the adoption and application of newer technologies
by established market participants or new entrants, start-up companies and others. These new entrants may be focused
on using technology and innovation, including artificial intelligence to simplify and improve the consumer experience,
increase efficiencies, alter business models and effect other potentially disruptive changes in the sector in which we
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operate. Further, our competitor base may increase with new entrants in the market and our competitors could also
introduce new offerings with competitive price and performance characteristics or undertake more aggressive marketing
campaigns than ours. Certain of our competitors offer, or may in the future offer, lower-priced or a broader range of
offerings. Such increase in competition could adversely impact our margins, user frequency, business and results of
operations.
8. If our restaurant partners and merchant partners fail to timely identify or effectively respond to changing user
preferences and spending patterns or provide high-quality food and products, user engagement on our platform could
be negatively affected, the demand for food and products provided on our platform could decrease, and our revenue
and results of operations may decline.
Our future revenue depends on continued demand for the types of food or products that restaurant partners and merchant
partners provide on our platform. A decline in the demand for or popularity of certain food or products sold through our
platform without a corresponding increase in demand for different food or products that are sold through our platform
could reduce the number of orders completed on our platform, and in turn adversely affect our revenues. If user
preferences change due to shifts in user demographics; national, regional or local economic conditions; dietary habits;
trends in food or products sourcing or food preparation, and our restaurant and merchant partners are not able to adapt
their user offerings to account for these changes, our users may begin to seek alternative options. This, in turn, could
adversely affect these restaurant and merchant partners’ ability to avail sustainable returns from our platform and hence
our reputation, business, financial condition and results of operations could be adversely affected.
A failure by our restaurant partners and merchant partners to identify or effectively respond to changing user preferences
and spending patterns, or their failure or inability to obtain or offer appropriate categories of food or products on our
platform could negatively affect user frequency on our platform. For example, certain food or products become more
popular during occasions such as sporting events and festivals, which may cause our order volumes to increase during
these periods. If our restaurant partner or merchant partner network is unable to meet the demand for these food or
products and deliver them on time, it may cause a decline in user interaction on our platform, which in turn could have
an adverse impact on operations. The availability of restaurant partners and merchant partners that satisfy user
requirements, and their ability to list sufficient amounts of food or products on our platform in a timely and cost-efficient
manner is critical to our business. Any failure by our restaurant partners and merchant partners to do so could have a
material adverse effect on user engagement with our services, and in turn adversely impact our business, results of
operations and cash flows. For risks associated with seasonality, see “- Seasonality, occasions and holidays may cause
fluctuations in our sales and results of operations” on page 57.
9. The uninterrupted functioning of our technology platform is essential to our business. Systems failures and resulting
interruptions in the availability of our website, mobile application or platform could adversely affect our business,
financial condition and results of operations.
Uninterrupted access to the platform by our users, restaurant partners, merchant partners, brand partners and delivery
partners at all times is critical for our operations. Our practice is to effect frequent releases of software updates,
sometimes multiple times per day, and there can be no assurance that such updates do not contain undetected errors or
vulnerabilities, some of which may only be discovered after the code has been released. For example, in May 2023,
Instamart was unavailable for approximately 53 minutes due to compatibility issues between our new and existing
software, resulting in orders not being allocated to relevant personnel, causing a pile up of unfulfilled orders, delays in
delivery and some cancellations. Similarly, the third-party software for our operations may also be subject to errors or
vulnerabilities. In another incident in October 2022 there was a temporary interruption in our order processing systems
interfacing with third-party systems across various restaurant partner chains lasting approximately 34 minutes which
increased the number of unplaced orders. To address these issues, we reverted to the previous version of the software,
fixed the issue and quickly released the updated software. Moreover, we enhanced our testing methodologies, aiming to
ensure better integration between new and existing software components and reduce the likelihood of future service
disruptions. In another incident in May 2024, DineOut platform was unavailable for approximately 20 minutes due to
implementation of firewall rule changes aimed at blocking unwanted traffic. However, these changes also impacted
genuine access requests to the DineOut homepage. The interruption had a minuscule impact on our operations and the
issue was promptly identified and resolved. However, there can be no assurance that we will not face similar instances
in the future and will be able to take prompt action, which could have an adverse impact on our operations and financial
condition. There may be instances where we are unable to identify the cause or causes of these performance problems
within an acceptable period. Any such errors or vulnerabilities discovered in our code or from third-party software after
release could result in unavailability of our platform, as well as other performance issues leading to negative publicity
and churn of our users and partners.
We have experienced in the ordinary course of our business and will continue to experience system failures and other
events or conditions from time to time that interrupt the availability or reduce or affect the speed or functionality of our
platform, including temporary infrastructure failures related to storage, network, or computing capacity being exhausted.
System related failures in the ordinary course of business resulted in the cancellation of orders in the periods indicated
below.
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Particulars Three months ended June Fiscals
30
2024 2023 2024 2023 2022
B2C GOV of cancellations due to
technology related issues (₹ million) 75.15 88.28 280.69 446.96 400.45
B2C GOV of cancellations due to
technology related issues as a % of total
B2C GOV 0.07% 0.11% 0.08% 0.16% 0.20%
In such cases, we refunded the bill value to users. In addition, we voluntarily provided coupons to users on our platform
to compensate them for the inconvenience caused on account of cancellations due to technical issues as indicated in the
table below:
Particulars Three months ended June Fiscals
30,
2024 2023 2024 2023 2022
(₹ million)
Coupons issued for cancelled orders 0.67 0.78 6.65 2.47 2.11
(B2C business) due to technology related
issues
We may continue to voluntarily provide similar such refunds and coupons in the future, which if increases higher than
anticipated, may adversely impact our business, financial condition and result of operations.
Our systems, or those of third parties upon which we rely, may experience service interruptions or degradation or other
performance problems because of hardware and software defects or malfunctions, infrastructure changes, human error,
earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud,
military or political conflicts, terrorist attacks, computer viruses, ransomware, malware or other events. Our systems
also may be subject to break-ins, sabotage, theft and intentional acts of vandalism, including by our own employees. It
may become increasingly difficult and expensive to maintain and improve the performance of our systems and the
availability of our platform, especially during peak usage times, as our operations grow and the usage of our platform
increases.
10. Any actual or perceived cybersecurity, data or privacy breach could interrupt our operations and adversely affect our
reputation, brand, business, financial condition and results of operations.
Our platform and back-end infrastructure may be vulnerable to cyberattacks and security breaches including social
engineering, denial of service, credential stuffing, ransomware and other malware, employee error and malfeasance and
other sources of disruption, and third parties may be able to access data. Employee error, malfeasance, or other errors in
the storage, use or transmission of any of these types of data could result in an actual or perceived privacy or security
breach or other security incident. Although we have policies, system controls and checks restricting the access to the
data we store, there is a risk that these policies may not be effective in all cases. During the three months ended June 30,
2024, and Fiscals 2024, 2023 and 2022, we reported two incidents of potential data breaches, as set out below. The first
incident was identified in September 2022 during the deployment of a change in our existing technical infrastructure,
where few of our customers were only able to see the last-four digits of the card details and/or a portion of the UPI
handle of other customers. While no complaint was registered and this incident did not have any adverse impact on our
operations or financial condition, we proactively and voluntarily took steps to report the incident to The Indian Computer
Emergency Response Team (“CERT-In”). The second incident arose in February 2023, when a former employee
fraudulently gained unauthorised access to our test systems. Our monitoring system flagged the issue and we concluded
that the attack was confined to the testing systems only. While there was no material impact to our operations or financial
condition and we took immediate steps to update our policies and procedures related to employee and former employees,
including by way of filing an FIR against the former employee, there is no assurance that such attacks will not occur in
the future. For details in relation to the FIR, see “Outstanding Litigation and Material Developments – 1. Litigation
involving our Company – Litigation against our Company – Criminal litigation” on page 394.
In addition, users on our platform could have vulnerabilities on their own devices that are entirely unrelated to our
systems and platform but could mistakenly attribute their own vulnerabilities to us. Further, breaches experienced by
other companies, as well as compromised systems on the part of our users, restaurant, merchant, brand or delivery
partners, may also be leveraged against us. Any actual or perceived breach or similar incident could interrupt our
operations; harm our reputation, brand and competitive position; result in our platform being unavailable; result in loss
or unavailability of data; or result in a fraudulent transfer of funds; significant regulatory investigations, proceedings and
financial exposure. Any such incidents or any perception that our security measures are inadequate could lead to loss of
user, restaurant partner, merchant partner, brand partner and delivery partner confidence in, or decreased use of, our
platform, any of which could adversely affect our business, financial condition and results of operations. Further, any
cyberattacks, or actual or perceived breaches or other incidents directed at, or suffered by, our competitors could reduce
confidence in our industry as a whole and, as a result, reduce confidence in us. Any actual or perceived breach or other
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security incident, impacting any entities with which we share or disclose data (including, for example, our vendors)
could have similar effects.
Further, as we continue to grow, we will collect, store and process the personal data of more individuals. The more
personal data we hold, the greater the likelihood that a significant failure in our internal controls or data security measures
could result in a data breach affecting more individuals, which could expose us to greater potential liability through fines
and compensation claims, significant reputational harm and a loss of trust that could deter users from using our platform.
As part of our operations, we are required to comply with the Information Technology Act, 2000 and the rules thereof,
which provides for civil and criminal liability and the Digital Personal Data Protection Act, 2023, provisions whereof,
which as and when made effective (“DPDP Act”) stipulate a monetary penalty in case of breach of the provisions of the
DPDP Act. Although we have not had significant instances of data breaches, it is possible that our interpretations of the
law and regulations or our practices and platform could be inconsistent with or fail to meet all requirements of such laws.
Our failure, or the failure by third parties, to comply with applicable laws relating to privacy, data protection or
cybersecurity could damage our reputation and brand, discourage new and existing platform participants from using our
platform or result in fines, investigations or proceedings by governmental agencies and private claims and litigation, any
of which could adversely affect our business, financial condition and results of operations. For example, CERT-In
reached out to our Company in March 2024 in relation to a media report regarding a potential data leak at one of the
locations of a third-party service provider. We communicated with the relevant third-party who has confirmed that
Swiggy’s data was not maintained on the impacted server and as a result, no data pertaining to Swiggy was compromised.
We informed CERT-In of the same. For more details related to the privacy and data protection laws applicable to us, see
“Key Regulations and Polices” on page 233.
11. The “Swiggy” brand, the trademark of which is owned by the Company, is critical to our ability to acquire new users
and grow our business. If we are not able to maintain our brand or reputation our operations could materially and
adversely affect user acceptance of our platform and our operations.
Maintaining, protecting and enhancing our brand and reputation are critical to the success of our business. We may be
required to expend resources and finances to enhance and strengthen our brand through innovations, marketing
campaigns, enhance user experience and maintain our market standing, including with regulators and community as a
whole, among others. Further any regulatory action, litigation and government investigations against us could adversely
impact our reputation and brand. In addition, because we operate across India and in various market categories, an
adverse impact on our brand or reputation in one market or segment can adversely affect our other businesses.
We have been the subject of negative media coverage from time to time. Unfavourable publicity or social media coverage
regarding, among other things, our business model or offerings, our partner base, delivery partner pay, health and safety
of users, our platform, user support, technology, platform changes, platform quality, privacy or security practices,
regulatory compliance, financial or operating performance, accounting judgments or management team could adversely
affect our reputation. Negative publicity could also draw regulator attention and lead to regulatory action or legislation
that may adversely impact our business. For example, in September 2023, users on social media shared screenshots that
indicated that we were overcharging users for our food deliveries. This was due to a display issue in the order history
page on our platform. While we identified and resolved the display issue and also issued a clarification, we experienced
negative media publicity. Additionally, the foregoing risks are increased by the widespread use of social media and the
increasing incidence of fake or unsubstantiated news, particularly on social media and other online platforms. For
example, in March 2024, there was traction on social media relating to dedicated fleet for vegetarian food deliveries,
which prompted social media users to create memes in response. One post, mimicking an advertisement from Swiggy,
gained viral attention. While we addressed the situation by issuing a clarification on our official social media handle
clarifying that the advertisement was not created by us or any affiliated party, we faced negative media publicity. While
these instances have not had any significant impact on our operations, our inability to address negative media publicity
effectively, could adversely impact our operations, user and partner base, and results of operations.
12. We have limited experience in operating our business at its current scale, scope, and complexity. In a rapidly evolving
market and economic environment, our failure to operate our business successfully could adversely impact us.
We started our operations in 2014 as a Food Delivery service and have since launched multiple services on our platform,
such as Quick Commerce in 2020, Dineout in 2022, pick-up/drop-off service Genie in 2020, and engage in other
hyperlocal commerce through Swiggy Minis. We have limited experience in operating our business, specifically our
Quick Commerce, Out-of-home Consumption and Platform Innovations businesses, at their current scale, scope, and
complexity and in a rapidly evolving market and economic environment. Due to our limited operating history, the
nascency of these hyperlocal industries in India and our rapid growth profile, our future operating results may be hard
to predict, and our historical results may not be indicative of, or comparable to, our future results. We cannot assure you
that our new business initiatives will be successful, or that we will be able to implement all these managerial, operating,
financial and human resource systems, procedures and control measures successfully. Our ability to plan for future
operations and strategic initiatives, predict future results of operations and plan for and model growth in revenue and
expenses is subject to risks and uncertainty. We may not be able to accurately predict industry demands. As a result, we
may not be able to plan for the impact it may have on our growth rates, revenue mix and profitability. Additionally,
41
external factors may also impact our business model, such as changes in the behavior and preferences of users,
requirements of restaurant partners, merchant partners, brand partners and delivery partners, competition and
macroeconomic factors. See “– External Risks” starting on page 62.
13. Our funding requirements and proposed deployment of Net Proceeds of the Offer are based on management estimates
and have not been independently appraised by a bank or a financial institution and if there are any delays or cost
overruns, our business, financial condition and results of operations may be adversely affected.
We intend to use the Net Proceeds as set forth in “Objects of the Offer” on page 142. The Objects of the Offer have not
been appraised by any bank or financial institution or other independent agency. The proposed utilisation of Net Proceeds
is based on management estimates, current circumstances of our business and prevailing market conditions and is subject
to a number of factors. Some factors include the timing of completion of the Offer, market conditions, trends of the
Quick Commerce sector, regulatory challenges, identification of locations for the Dark Stores proposed to be opened,
our relationship with and the pricing of the products and services offered by technology vendors or marketing agencies,
fund requirements of our Material Subsidiary, Scootsy, terms and conditions of borrowings availed by our Material
Subsidiary, Scootsy, and any other business and commercial considerations, prevailing taxation rates, technological
changes, our analysis of economic trends and business requirements, ability to identify and consummate proposed
investments and acquisitions, competitive landscape, as well as general factors affecting our results of operations and
financial condition, which may be beyond the control of our management. Depending upon such factors, we may have
to reduce or extend the deployment period for the stated Objects, at the discretion of our management, and in accordance
with applicable laws. Further, pending utilisation of Net Proceeds towards the Objects of the Offer, our Company will
temporarily invest the Net Proceeds in deposits with one or more scheduled commercial banks included in the Second
Schedule of Reserve Bank of India Act, 1939, as may be approved by our Board or a duly constituted committee thereof.
In the event that the estimated utilisation of the Net Proceeds in a scheduled Fiscal is not completely met, the same shall
be utilised in the next Fiscal, as may be determined by our Company, in accordance with applicable laws. However, in
any event, the Net Proceeds will be utilised towards the Objects, in accordance with the schedule of deployment disclosed
in “Objects of the Offer – Proposed schedule of implementation and deployment of Net Proceeds” on page 143. The
Company shall not vary the Objects without being authorised to do so by our Shareholders, in the event of a rescheduling
of the deployment of the Net Proceeds beyond Fiscal 2028, as specified in “Objects of the Offer – Proposed schedule of
implementation and deployment of Net Proceeds” on page 143. Our internal management estimates may not be accurate
or otherwise exceed fair market value or the value that would have been determined by third party appraisals, which
may require us to reschedule or reallocate expenditure, and may lead us to require additional funds to implement the
purposes of the Offer, all of which may have an adverse impact on our business, financial condition, results of operations
and cash flows. In case of increase in actual expenses or shortfall in requisite funds, additional funds for a particular
activity will be met by any means available to us, including internal accruals and additional equity and/ or debt
arrangements, and may have an adverse impact on our business, results of operations, financial condition and cash flows.
Accordingly, at this stage, we cannot determine with any certainty if we will require the Net Proceeds to meet any other
expenditure or fund any exigencies arising out of the competitive environment, business conditions, economic conditions
or other factors beyond our control.
14. If restaurant partners and merchant partners fail to ensure the hygiene, quality, quantity and weight of food and
products, as applicable, provided on our platform, our business, financial condition and results of operations could
be adversely affected.
The industry in which we operate is susceptible to health concerns arising from food-borne illnesses and epidemics, food
quality, allergic reactions and other negative food-related incidents, and public perception of healthy eating in India.
Further in future, there could be concerns regarding partners on our platform not providing food and products that are
of quality, quantity, description and weight ordered by the user or indicated against the food or product on our platform.
If any restaurant partner and/or merchant partner does not control the quality, quantity, description or weight of the food
or products it supplies, it may result in delivery of food or products that are materially different from the description of
them on our platform, or of products without licences or permits as required by the relevant laws and regulations, and
the reputation of our platform and our brand may be adversely affected. In such cases, we may be required to issue
refund to the users or arrange for partners to deliver a replacement with the correct order. In addition, negative publicity,
whether real or perceived, and whether involving food and products sold through our platform, could discourage users
from purchasing certain food or products on our platform, even if the basis for the concern is outside of our control. Any
loss in user confidence could significantly reduce our brand value. Additionally, certain products offered by merchant
partners on our platform could be subject to recalls and other remedial actions. Such recalls and voluntary removal of
products could result in, among other things, lost sales, diverted resources, and increased customer support costs and
legal expenses, and could have an adverse effect on our operations.
42
15. We have not entered into any definitive arrangements to utilize certain portions of the Net Proceeds of the Offer and
the costs to be incurred in relation to such Objects are based on the quotations received from the vendors or estimates
of the management.
We intend to utilise a portion of the Net Proceeds for investment in our Material Subsidiary, Scootsy, for: (a) expansion
of our Dark Store network for our Quick Commerce segment through setting up of Dark Stores; and (b) making lease /
license payments for Dark Stores. The expenditure to be incurred by our Material Subsidiary, Scootsy, towards setting
up these Dark Stores, will involve capital expenditure to be incurred on obtaining equipment, fit-outs and installations.
While, our Material Subsidiary, Scootsy has obtained the quotations from various vendors in relation to such equipment,
fit-outs and installations, most of these quotations are valid for a limited period of time and may be subject to revisions,
and other commercial factors. The cost of such equipment, fit-outs and installations may escalate owing to any revision
in the commercial terms of such quotations, rate of inflation or other macroeconomic factors. We are yet to enter into
any definitive agreement(s) to place orders for equipment, fit-outs and installations towards opening the Dark Stores and
there can be no assurance that the same contractor/ vendor would be engaged eventually to supply the requisite
equipment/ fit-outs or supply at the same costs and that such costs will not adversely affect our business, cash flows,
financial condition and results of operations in this regard.
Various risks and uncertainties, such as economic trends and business requirements, competitive landscape, as well as
general factors affecting our results of operations, financial condition and access to capital and including those set forth
in this section, may limit or delay our efforts to use the Net Proceeds to achieve profitable growth in our business. Further,
the outcome of this expenditure and investment is not ascertainable or quantifiable at this stage and may be
disproportionate to the revenue generated or user conversion rates. Further, our growth initiatives and expansion plans
could be delayed due to failure to receive regulatory approvals, technical difficulties, human resource, technological or
other resource constraints, or for other unforeseen reasons, events or circumstances. Accordingly, use of the Net Proceeds
for other purposes identified by our management may not result in actual growth of our business, increased profitability
or an increase in the value of our business and your investment.
16. We are yet to identify the exact locations or properties for the setting up Dark Stores, for which we intend to utilise
the amount from Net Proceeds.
We are yet to identify the exact locations or enter into agreements for lease of suitable properties for setting up Dark
Stores for which we intend to utilise the amount from Net Proceeds. These locations will be finalised by us after
conducting a detailed analysis of the consumer demand clusters identified by data analytics on our platform,
demographics, user demand, lease rentals and other business and market considerations in order to help merchant
partners deliver products to the users within the expected delivery time and fulfil orders more efficiently. We propose
to open Dark Stores in the cities in which our existing Dark Stores operate, such as Mumbai and Pune in Maharashtra,
Bengaluru in Karnataka, Chennai in Tamil Nadu, Hyderabad in Telangana, New Delhi in Delhi and Kolkata in West
Bengal as well as in new cities where we may choose to expand to in the future. However, these locations are only
indicative in nature and will be determined in accordance with the annual business plan of our Company which will be
approved by our Board of Directors. If we are unable to find suitable locations or if the lease / license payments for these
locations are in excess of our estimates, our operations and financial conditions may be adversely impacted. For further
details, please see “Objects of the Offer” on page 142.
17. Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including
prior shareholders’ approval.
We intend to utilise the Net Proceeds of the Offer as set forth in “Objects of the Offer” on page 142. At this stage, we
cannot determine with any certainty if we would require the entire Net Proceeds to meet any other expenditure or fund
any exigencies arising out of competitive environment, business conditions, economic conditions or other factors beyond
our control. In accordance with Sections 13(8) and 27 of the Companies Act, 2013, and applicable rules and Regulation
59 and Schedule XX of the SEBI ICDR Regulations, our Company shall not vary the Objects without being authorised
to do so by our Shareholders by way of a special resolution through a postal ballot. In the event of any such circumstances
that require us to undertake variation in the disclosed utilisation of the Net Proceeds, we may not be able to obtain the
Shareholders’ approval in a timely manner, or at all. Any delay or inability in obtaining such Shareholders’ approval
may adversely affect our business or operations. In light of these factors, we may not be able to undertake a variation of
Objects of the Offer to use any unutilised Net Proceeds of the Offer, if any, even if such variations are in our interest.
This may restrict our ability to respond to any change in our business or financial condition by re-deploying the unutilised
portion of the Net Proceeds, if any, or varying the terms of any contract, which may adversely affect our business and
results of operations.
43
18. Our Company will not receive any proceeds from the Offer for Sale portion amounting to ₹ 68,284.27 million, and
the Selling Shareholders shall be entitled to the Offer Proceeds to the extent of the Equity Shares offered by them in
the Offer for Sale.
The Offer includes an offer for sale of such number of Equity Shares aggregating to 175,087,863* Equity Shares
amounting to ₹ 68,284.27 million* by the Selling Shareholders. The Offer for Sale as a percentage of the Offer is 60.28%
and amounts to ₹ 68,284.27 million out of the total Offer of ₹ 113,274.27 million^. The Selling Shareholders are,
therefore, interested in the Offer Proceeds to the extent of the Equity Shares offered by them in the Offer for Sale. The
entire proceeds (net of applicable offer related expenses) from the Offer for Sale will be paid to the Selling Shareholders
in proportion to their respective portions of the Offered Shares transferred pursuant to the Offer for Sale, and our
Company will not receive any such proceeds. See “Objects of the Offer” on page 142.
*Subject to finalization of Basis of Allotment.
^ An Employee Discount of ₹25 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
19. A significant portion of our Net Proceeds, being 25.59% of our Net Proceeds, is being utilised towards the object of
brand marketing and business promotion expenses for enhancing the brand awareness and visibility of our platform,
across our segments. There is no assurance that we will be successful in increasing our brand visibility as a result of
these initiatives.
A significant portion of our Net Proceeds, being 25.59% of our Net Proceeds, is being utilised towards the object of
brand marketing and business promotion expenses for enhancing the brand awareness and visibility of our platform,
across our segments. We intend to continue to invest in brand-building initiatives to create and increase brand recall
attract and retain more users and partners on our platform. There is no assurance that the initiatives we undertake for
brand building will be successful. Our failure to refine our existing marketing approaches or to introduce new effective
marketing approaches in a cost-effective manner could negatively impact our business, financial condition and results
of operations.
20. If we are unable to make strategic acquisitions, investments or alliances, or successfully integrate them with our
business, our business, results of operations and financial condition could be adversely affected. Additionally, if our
Net Proceeds to be utilised towards inorganic growth through unidentified acquisitions are insufficient for the cost
of our proposed inorganic acquisition, we may have to seek alternative forms of funding.
We have previously acquired and may continue to engage in strategic acquisitions and alliances that fit well with our
strategic business objectives and growth strategies. For example, we acquired the Dineout business of Times Internet
Limited in 2022 and one of our Subsidiaries, Lynks in 2023. We expect to continue to evaluate and consider a wide
array of investments, acquisitions and strategic alliances in line with our overall business strategy. These transactions
involve significant challenges and risks, including difficulties in identifying suitable acquisition or partner targets and
competition from other potential acquirers and an appropriate purchase price; potential increases in debt, litigation and
other operational costs; and other related risks, all of which could have an adverse effect on our operations. Further, past
and future acquisitions and the subsequent integration of new assets and businesses into our own also require significant
attention from our management and could result in a diversion of resources from our existing business, which in turn
could have an adverse effect on our operation. We propose to utilise a portion of the Net Proceeds funding inorganic
growth through unidentified acquisitions, as set forth in the section “Objects of the Offer” beginning on page 142. These
proposed unidentified acquisitions by our Company and / or our Subsidiaries shall be undertaken in accordance with the
applicable laws, including the Companies Act, FEMA, the regulations notified thereunder and the SEBI Listing
Regulations, as the case maybe, including taking approval from the shareholders of our Company and / or our
Subsidiaries.
Further, we intend to deploy the Net Proceeds towards acquisitions over the course of four Fiscals from the date of listing
of the Equity Shares pursuant to the Offer, and the amount of Net Proceeds to be used for acquisitions will be based on
our Board’s decision. The actual deployment of funds will depend on a number of factors, including the timing, nature,
size and number of acquisitions undertaken, as well as general factors affecting our results of operation, financial
condition and access to capital. These factors will also determine the form of investment for these potential acquisitions,
i.e., whether they will be directly done by our Company or through investments in our Subsidiaries in the form of equity,
debt or any other instrument or combination thereof, or whether these will be in the nature of business/ asset or
technology acquisitions or joint ventures. Acquisitions and inorganic growth initiatives may be undertaken as business
transfers or share-based transactions, including share swaps, merger/demerger or a combination thereof, or any other
mode permitted under applicable laws and at this stage, we cannot determine whether the form of investment will be
cash, equity, debt or any other instrument or combinations thereof. The amounts deployed towards such initiatives may
not be the total value or cost of such acquisitions or investments, resulting in a shortfall in raising requisite capital from
the Net Proceeds towards such acquisitions or investments. Acquisitions could result in the use of substantial amounts
of cash, potentially dilutive issuances of equity securities, the occurrence of significant goodwill impairment charges,
amortisation expenses for other intangible assets, and exposure to potential unknown liabilities of the acquired business.
44
There is no assurance that we will be able to successfully integrate the acquired businesses, generate substantial revenue,
or achieve any expected benefits on a timely basis or at all.
21. We propose to deploy the Net Proceeds of the Offer over a period of four fiscals, from Fiscal 2025 till Fiscal 2028.
Accordingly, the implementation of the Objects of the Offer may be delayed.
We intend to utilise the Net Proceeds in accordance with the proposed schedule of deployment, as set forth in the
“Objects of the Offer” on page 142. Accordingly, the Net Proceeds will be deployed over four Fiscals, namely Fiscals
2025, 2026, 2027 and 2028. The proposed schedule of deployment has been determined in accordance with the business
needs of our Company and Material Subsidiary, Scootsy. However, the actual deployment of funds will depend on a
number of factors, including the timing of completion of the Offer, market conditions, trends of the Quick Commerce
sector, regulatory challenges, identification of locations for the Dark Stores proposed to be opened, our relationship with
and the pricing of the products and services offered by technology vendors or marketing agencies, terms and conditions
of borrowings availed by our Material Subsidiary, Scootsy, ability to identify and consummate proposed investments
and acquisitions as well as any other business and commercial considerations affecting our results of operations and
financial condition, as further discussed in “Objects of the Offer” on page 142. Accordingly, our Company may not see
the effects of the proposed Objects of the Offer immediately.
22. Our Material Subsidiary, Scootsy, shall have to procure the government approvals and registrations required for
setting up Dark Stores in the ordinary course of business, in accordance with the Objects of the Offer.
We propose to utilise a portion of the Net Proceeds towards investment in our Material Subsidiary, Scootsy, for
expansion of our Dark Store network for our Quick Commerce segment through setting up of Dark Stores. For further
details, see “Objects of the Offer” on page 142. Our Material Subsidiary, Scootsy, will have to procure various
registrations, approvals, including under the relevant state’s shops and establishments legislations as well as obtain
registrations under the other applicable labour laws and state level professional tax registrations, to the extent applicable,
for each Dark Store. Upon finalisation of the location of the Dark Stores, Scootsy will apply for the relevant approvals
in accordance with applicable laws. We cannot assure you that our Material Subsidiary, Scootsy, will be able to timely
apply for all approvals, consents, permits, registrations and clearances required for undertaking our business from time
to time. Further, there can be no assurance that the relevant authorities will issue such approvals on time or at all.
23. There is a lack of specificity around one of the Objects of the Offer and we have not specifically earmarked the use
of the Net Proceeds under the head of the Objects of the Offer.
Our Company intends to utilise ₹11,967.82 million from the Net Proceeds towards funding inorganic growth through
unidentified acquisitions and general corporate purposes, subject to the amount proposed to be utilised for (a) funding
inorganic growth through unidentified acquisitions; and (b) general corporate purposes, together not exceeding 35% of
the Gross Proceeds in accordance with Regulation 7(3) of the SEBI ICDR Regulations, out of which the amounts to
utilised towards each of (i) general corporate purposes, or (ii) funding inorganic growth through unidentified acquisitions,
will not exceed 25% of the Gross Proceeds. Although we have identified certain aspects on which the Company intends
to utilise the Net Proceeds, the Company has not entered into definitive arrangements with third parties which results in
lack of specificity of the amounts to be utilised for the Objects, at this stage. While we intend to deploy the Net Proceeds
towards the Objects over the course of four Fiscals from the listing of the Equity Shares pursuant to the Offer, and as
described in the section titled “Objects of the Offer” on page 142, the actual deployment of funds will depend on a
number of factors, including our business plans, market conditions, our Board’s analysis of economic trends and business
requirements, competitive landscape as well as general factors affecting our results of operations, financial condition
and access to capital. Depending upon such factors, we may, subject to applicable law, have to reduce or extend the
deployment period for the stated Objects beyond the estimated four Fiscals, at the discretion of our management.
Inability to finalise such activities in a timely manner may delay our deployment of the Net Proceeds and adversely
affect our business and future growth. See also “Objects of the Offer” on page 142.
24. Our audit report has a qualification in the Companies (Auditor’s Report) Order 2020 with respect to a loans provided
to our subsidiaries.
Our audit report for Fiscal 2023 includes a qualification in the Companies (Auditor’s Report) Order 2020 with respect
to a loan provided by our Company to a wholly owned subsidiary, Supr Infotech. The loan or inter-corporate deposit
was provided for working capital, capital expenditure and other general corporate purposes at 8.60% interest rate with
principal payment due on maturity after six years. The terms and conditions of loans granted by the Company to a wholly
owned subsidiary (aggregating to ₹2,110 million and balance outstanding as at the balance sheet date ₹2,110 million)
may be construed as prejudicial to the Company’s interest on account of the fact that the loans have been granted during
the year and impaired at the end of the year considering the recoverability of the loans. See “Management’s Discussion
45
and Analysis of Financial Condition and Results of Operations – Reservations, qualifications, matters of emphasis or
adverse remarks” on page 384 for further details.
Our audit report for Fiscal 2024 includes a qualification in the Companies (Auditor’s Report) Order 2020 with respect
to a loan provided by our Company to a wholly owned subsidiary, Supr Infotech. The loan or inter-corporate deposit
was provided for working capital, capital expenditure and other general corporate purposes at 8.60% interest rate with
principal payment due on maturity ranging from three to six years. The terms and conditions of loans granted by the
Company to a wholly owned subsidiary (aggregating to ₹1,360.00 million and balance outstanding as at the balance
sheet date ₹9,685.02 million) may be construed as prejudicial to the Company’s interest on account of the fact that the
loans have been granted during the year and impaired at the end of the year considering the recoverability of the loans.
Further, the loan of ₹1,360.00 million extended to Supr Infotech was also used by them to settle ₹682.19 million of
interest due to us. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations –
Reservations, qualifications, matters of emphasis or adverse remarks” on page 384 for further details.
Our audit report for Fiscal 2024 includes a qualification that there have been delays in the receipt of regular interest
payments under the loans provided to Supr Infotech and Scootsy. The loan provided to Supr Infotech in the nature of
inter-corporate deposit was provided for working capital, capital expenditure and other general corporate purposes at
8.60% interest rate with principal payment due on maturity ranging three to six years. There was a delay of 1 to 25 days
in the receipt of interest from them. The loan provided to Scootsy in the nature of inter-corporate deposit was provided
for working capital, capital expenditure and other general corporate purposes at 8.60% interest rate with principal
payment due on maturity after six years and there was a delay of 1 to 29 days in the receipt of interest from them. These
delays were primarily due to release of payment by these subsidiaries at the end of a given month, instead of the due
date. The same has been noted in the audit reports of the Company, Scootsy and Supr Infotech. See “Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Reservations, qualifications, matters of
emphasis or adverse remarks” on page 384 for further details.
Our audit report for Fiscal 2024 includes an adverse remark that in Fiscal 2024, there was an 11 days delay in statutory
filings with respect of private placement of 0.01% CCPS aggregating to ₹3,836.97 million. See “Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Reservations, qualifications, matters of
emphasis or adverse remarks” on page 384 for further details.
25. We operate a convenience platform, and amounts paid for food and products ordered through our platform are passed
through to restaurant partners and merchant partners.
We operate a convenience platform where restaurants and merchants can list their food and products; users can purchase
such food and products; and we facilitate the delivery of the same. As a result, we collect payments received from users
for transactions completed on our platform, which typically represents Swiggy Platform B2C GOV (please see
“Definitions and Abbreviations” on page 1 for the definition). We then facilitate the transfer of the Swiggy Platform
B2C GOV to our partners on regular intervals after retaining certain fees. For more details, and a pictorial representation
of, on our transaction flow for our Food Delivery, Quick Commerce and Out-of-home Consumption businesses, see
“Our Business – Our Business Offerings – Food Delivery”, “Our Business – Our Business Offerings – Quick Commerce”,
and “Our Business – Our Business Offerings – Out-of-home Consumption” on pages 220, 223 and 221, respectively.
We depend on third party payment service providers to facilitate payment services, such that we promptly collect
payments from users and make regular and on-time disbursements to our partners. Any third party’s inability to provide
payment processing services may disrupt our ability to collect payments from users on time or at all, and in turn we may
be required to pay our partners as per contractually agreed timelines. Such events could significantly impact our cash
flows and in turn our operations. For more risks related to payment methods, see “– The wide variety of payment methods
that we accept subjects us to third-party payment processing-related risks. In addition, we allow users to pay for
deliveries or services through our platform using cash, which raises operational concerns” on page 46.
26. The wide variety of payment methods that we accept subjects us to third-party payment processing-related risks. In
addition, we allow users to pay for deliveries or services through our platform using cash, which raises operational
concerns.
We accept a wide variety of payment methods, including cash on delivery, credit and debit cards, digital wallets, UPI
Payment, prepaid meal cards or transfers from an online bank account. For third-party payment methods and credit and
debit cards, we pay interchange and other service fees, which may increase over time and raise our operating costs. Any
disruption in the functioning of the third party payment channels, including if these companies become unwilling or
unable to provide these services or increase the costs of providing such services, even if caused due to factors completely
external to us, can adversely affect our business and operations. We may also be subject to chargeback in connection
with the various payment methods we offer. In addition, we are subject to various rules, regulations and requirements,
regulatory or otherwise, governing payment processing, including payment card network operating rules, which are set
and interpreted by the payment card networks, which could change or be reinterpreted to make it difficult or impossible
for us to comply. If we or our third-party payment gateway operators fail to comply with these rules or requirements,
46
we may be subject to fines and/ or higher transaction fees and/ or lose our ability to accept electronic payments from our
customers, facilitate electronic funds transfers or other types of online payments, and our business, cash flows, financial
condition and results of operations could be materially and adversely affected.
Although there have been no significant instances of payment failures other than in the ordinary course of business, we
face the risk of operational failures in our checkout process especially during peak seasons such as festivals, which could
adversely affect our conversion rate (i.e., the percentage of people that actually place an order) and user satisfaction. In
the three months ended June 30, 2024 and June 30, 2023, and Fiscals 2024, 2023 and 2022, the maximum duration for
which payment methods, such as UPI and credit and debit cards, were unavailable are as follows:
Particulars Three months ended June Fiscals
30,
2024 2023 2024 2023 2022
Maximum duration for which UPI 7 90 106 96 204
and Cards were collectively not
available (in hours)
UPI and Cards collectively not 0.32% 4.10% 1.21% 1.10% 2.33%
available as a % of total annual hours
Prolonged disruptions of our payment systems could impair user confidence in us and affect our brand, reputation and
operations. Additionally, with respect to cash on delivery, we have created systems for delivery partners to collect and
deposit the cash received for deliveries, as well as systems for us to collect, and properly account for the cash received.
Our cash on delivery orders contribution for Food Delivery and Quick commerce as a percentage of total B2C orders:
Particulars Three months ended June 30, Fiscal
2024 2023 2024 2023 2022
Cash orders contribution for Food 13.92% 12.68% 13.31% 12.57% 16.67%
Delivery and Quick commerce as a
% of total B2C orders
Our Cash on delivery orders are paid for either in cash or online into the delivery partner’s account or directly to the
Company through ‘pay with QR’ option at the point of delivery. We have faced limited instances in the past where
delivery partners have been robbed of the cash they carry for cash-on-delivery orders. While we have implemented
measures to protect the health and safety of our delivery partners such as a SOS button for delivery partners to press on
the app which connects them to the Swiggy hotline, local police, or an on-demand free and fast ambulance service and
also provide our delivery partners with health insurance coverage, such instances of robbery may continue to occur. We
also face instances where few delivery partners may not deposit the cash collected from cash on delivery orders with us
which may require us to incur additional expenses to compensate restaurant and merchant partners. Such incidents have
resulted in loss of cash as shown in the table below for the periods indicated:
Particulars Three months ended June 30, Fiscals
2024 2023 2024 2023 2022
Loss of cash (₹ million) 46.58 59.85 378.93 221.36 242.96
Loss of cash as a % of total B2C 0.05% 0.07% 0.11% 0.08% 0.12%
GoV
All of these may adversely impact our business and financial condition.
27. There are pending litigations against our Company, Subsidiaries and certain of our Directors. Any adverse decision
in such proceedings may render us/ them liable to liabilities/ penalties and may adversely affect our business, cash
flows and reputation.
Certain legal proceedings involving our Company, Subsidiaries and certain of our Directors are pending at different
levels of adjudication before various courts, tribunals and authorities. In the event of adverse rulings in these proceedings
or consequent levy of penalties, we may need to make payments or make provisions for future payments, and which
may increase expenses and current or contingent liabilities.
A summary of outstanding litigation proceedings involving our Company, Subsidiaries and Directors as on the date of
this Prospectus in accordance with the materiality policy adopted by our Board, as disclosed in “Outstanding Litigation
and Material Developments” on page 394, is provided below:
Name of entity Criminal Claims in Statutory or Material civil Aggregate
proceedings relation to tax regulatory litigations amount involved
proceedings proceedings (in ₹ million)^
Company
By our Company 3 - - - -
47
Name of entity Criminal Claims in Statutory or Material civil Aggregate
proceedings relation to tax regulatory litigations amount involved
proceedings proceedings (in ₹ million)^
Against our 4 24 6 - 3,606.56*
Company
Directors#
By our Directors - - - - -
Against our 2 - 3 - -
Directors
Subsidiaries
By Subsidiaries 1 - - - -
Against 1 6 3 - 359.52
Subsidiaries
^ to the extent quantifiable.
# Excluding matters which also involve our Company and Subsidiaries, as applicable.
* Tax demand is nil, since the Company and Subsidiaries, as applicable, has losses in the respective years.
As of the date of this Prospectus, there are no outstanding litigation proceedings involving our Group Companies, the
outcome of which could have a material impact on our Company.
We cannot assure you that any of the outstanding litigation matters involving our Company, its Subsidiaries and its
Directors, will be settled in the favour of the respective group entities or that no additional liabilities will arise out of
these proceedings or would not have a material adverse effect on the business, operations and financial condition of our
Company. For instance, our Company received a complaint filed by the National Restaurant Association of India
(“NRAI”) under section 19(1)(a) of the Competition Act, 2002 before the Competition Commission of India (“CCI”)
alleging that certain practices of our Company were allegedly causing an appreciable adverse effect on the market, for
which the Director General was directed to investigate whether the conduct of our Company with respect to, inter alia,
exclusivity with restaurant partners, requirement to maintain list price parity of dishes offered by restaurant partners on
online channels of third parties; and presence of our Company in downstream market adversely impacts the competition
between the Restaurant Partners and the private brands operated by our Company, thereby hampering the neutrality of
our Company as a platform resulting in an alleged violation of section 3(4) read with section 3(1) of the Competition
Act, 2002. We cannot assure you that an unfavourable decision in the aforesaid proceeding will not be passed or that
such decision will not have an adverse impact on our business and operations.
Similarly, our Company received a show cause notice dated December 22, 2023, from the Directorate General of Goods
and Services Tax Intelligence, Pune Zonal Unit (“Directorate General”), alleging that our Company has erroneously
stopped paying goods and services tax (“GST”) on the delivery fee collected from customers. The Directorate General
has alleged that our Company is providing delivery services to end customers through the pick-up and delivery
executive/partner, who are either agents or representatives of our Company, and has accordingly, asked our Company
to show cause as to why a tax liability of ₹3,267.63 million should not be demanded and levied on our Company. We
cannot assure you that an unfavourable decision in relation to this matter will not be passed or that such decision will
not have an adverse impact on our financial condition and operations.
For details in relation to above matters and litigations involving the parties mentioned above, see “Outstanding Litigation
and Material Developments” on page 394.
In addition to the above, we could also be adversely affected by complaints, claims or legal actions brought by persons,
including before consumer forums or sector-specific or other regulatory authorities in the ordinary course of business or
otherwise, in relation to our business operations and services, our technology and/or intellectual property, our branding
or marketing efforts or campaigns or our policies. Further, there may be certain outstanding matters for which the
aforementioned parties may not have been served with summons or relevant case documents, which may result in adverse
findings against us. There can be no assurance that such complaints, claims or requests for information will not result in
investigations, enquiries or legal actions by any regulatory authority or third parties against us.
28. We do not have exclusive arrangements with our delivery partners, merchant partners, brand partners and almost all
our restaurant partners and they may prioritize the services of our competitors or not renew their contracts with us
which could have an adverse impact on our operations.
We enter into agreements with all our partners. These delivery partners, merchant partners and brand partners and almost
all our restaurant partners do not have exclusive arrangements with us and could use multiple third-party platforms
concurrently as they attempt to maximise earnings. Restaurants partners and merchant partners may not renew contracts
with us; enhance their presence on other platforms; launch or focus on their own delivery services; or shut their online
delivery model, among others. In addition, our competitors may adopt some of our platform features or may innovate
certain features that users, restaurant partners, merchant partners, brand partners and delivery partners value more highly
than ours, which may render our platform less attractive and reduce our ability to differentiate our platform. Increased
48
competition could result in, among other things, a reduction in the number of partners using our platform, which could
have an adverse impact on our operations. For additional risks see “–- If we fail to retain our existing or acquire
additional restaurant partners, merchant partners and brand partners in a cost-effective manner, our business, financial
condition and results of operations could be adversely affected. Further, if partners on our platform try to pass on
increased operating costs to users, users may decrease the frequency with which they interact on our platform and order
volumes on our platform may decline” on page 36 and “ - We face intense competition across the markets we serve and
if we are unable to compete effectively, our business, financial condition and results of operations would be adversely
affected” on page 38.
29. The online hyperlocal industries in India are in relatively early stages of growth and if these markets do not continue
to grow, grow slower than we expect, or fail to grow as large as we expect, our business, financial condition and
results of operations could be adversely affected.
Food services and retail are large markets witnessing rapid online penetration, but they are still relatively nascent and
have high headroom for growth – for instance, online penetration in the food category and retail market was
approximately 11% and 6%, respectively, in 2023, according to the Redseer Report (section 2 and 3, pages 5 and 7,
respectively). Our success depends on the willingness of users to widely adopt hyperlocal digital commerce. If users do
not perceive these services as beneficial, or choose not to adopt them as a result of concerns regarding affordability,
quality and hygiene, or for other reasons, or instead adopt alternative solutions that may arise, or are unable to adapt to
digital and internet infrastructure as planned; then the market for our platform may develop slower than we expect or
may not achieve the growth potential we expect, any of which could adversely affect our business, financial condition
and results of operations. For risks related to telecommunication and internet infrastructure in India impacting the growth
of hyperlocal commerce, see “- Any deficiencies in India’s telecommunication and internet infrastructure could impair
the functioning of our technology system and the operation of our business” on page 64.
According to the Redseer Report, consumption habits and preferences vary among consumers across different income
groups and other demographic characteristics, and to be successful, we need to effectively increase market acceptance
across all age, income and other demographically different groups by increasing brand awareness and focusing
marketing efforts on relevant habits and preferences. The amount of influence we may have over these consumption
habits and preferences, and the methods at our disposal to exercise such influence (including marketing and incentives),
may be limited. Further, we also depend on external influences over consumption habits, inclement weather and
macroeconomic factors such as inflationary pressures. According to the Redseer Report, food and grocery are complex
markets, and improving upon the consumer in-restaurant and in-store experience through an online platform is difficult
due to broad consumer demands on selection, assortment, quality, value proposition and convenience. Changing
traditional home-cooking and grocery shopping habits is difficult, and if consumers and retailers do not embrace the
transition to online fulfilment modes as we expect, our business and operations could be impacted. Moreover, even if
more consumers begin to shop for hyperlocal commerce needs online, if our restaurant and merchant partners are unable
to address their changing needs and anticipate or respond to market trends and new technologies in a timely and cost-
efficient manner, we could experience decreased adoption, increased user churn and lose the support of restaurant
partners, merchant partners and brand partners, any of which would adversely affect our business and results of
operations.
30. Our success depends on the continuing efforts of our Key Managerial Personnel and Senior Management Personnel
as well as our ability to recruit new talent. If we fail to hire, retain or motivate our employees, maintain our company
culture and our values as we grow, our business may suffer.
Our Key Managerial Personnel and Senior Management Personnel’s continued service has a significant impact on our
future success. If we lose the services of any member of our Key Managerial Personnel and/ or Senior Management
Personnel, we may not be able to hire suitable or qualified replacements and may incur additional expenses and time to
recruit and for them to adapt to the new work culture. This could severely impact our business and growth. If any member
of our Key Managerial Personnel and Senior Management Personnel joins a competitor or forms a competing business,
we may lose know-how and key professionals and staff members. Although all Key Management Personnel and Senior
Management Personnel have entered into an employment agreement containing a non-compete provision with us, there
can be no assurance that, if any dispute arises between our Key Managerial Personnel and/or Senior Management
Personnel and us, the non-competition provisions contained in their non-compete agreements may be enforceable.
Further, if we are unable to attract and retain employees, particularly in critical areas of our business, including in our
technology team, we may not achieve our strategic goals. In addition, from time to time, there may be changes in our
Key Managerial Personnel and Senior Management Personnel that may be disruptive to our business, despite having a
strong succession planning and internal talent pipeline. Our employee attrition rate for the three months ended June 30,
2024, and June 30, 2023 and for Fiscals 2024, 2023 and 2022, is set out below. The high involuntary attrition in Fiscals
2023 and 2024 is attributable to restructuring where we scaled down certain adjacent businesses and automation of
certain internal processes. The voluntary attrition continues to be high primarily due to churn in the frontline and call
centre workforce, that are prone to high attrition.
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Particulars Three months ended June Fiscals
30,
2024 2023 2024 2023 2022
Overall employee attrition (voluntary) rate (%)(1) 8.72% 8.61% 34.56% 33.14% 32.69%
Overall employee attrition (involuntary) rate (%)(1) 0.67% 0.46% 19.18% 17.35% 4.41%
Overall employee attrition rate (%)(1) 9.39% 9.07% 53.74% 50.49% 37.10%
(1) Calculated as = (Number of employees exited voluntarily/involuntary/overall during the year/ period divided by average number of employees
during the year/period) * 100. Wherein average number of employees is calculated by adding the number of employees at the month end during
the year/ period and dividing the same by 12 or three.
Our rapid growth also requires us to hire, train and retain a wide range of employees that can adapt to a dynamic,
competitive and challenging business environment and that help us enhance business growth, innovate new service
offerings and develop technological capabilities. We may need to offer attractive compensation and other benefits
packages, including share-based compensation, to attract and retain them. The following table provides our employee
benefits expense and as a percentage of total expenses for the periods indicated:
Particulars Three months ended June 30, Fiscals
2024 2023 2024 2023 2022
Employee benefits expense (in ₹ 5,891.85 4,857.80 20,121.64 21,298.20 17,084.90
million)
Employee benefits expense as a 15.08% 15.81% 14.43% 16.53% 17.84%
percentage of total expenses (%)
We may need to continue to invest significant amounts in salaries and stock options to attract and retain new employees
and expend significant time and resources to identify, recruit, train and integrate such employees. If we are unable to
effectively manage our hiring needs or successfully integrate and retain new hires, our efficiency, ability to meet
forecasts and employee morale, productivity and engagement could suffer, which could adversely affect our business,
financial condition and results of operations.
31. We rely on many third-party providers in connection with our business operations and we depend on the
interoperability of our platform across third-party applications and services that we do not control.
We rely on many third-party providers for some of our operations. These include back-end support services such as
outsourcing support (including call centre operations, menu digitisation and other manpower support services), supply
chain management services (such as warehouse management and operations), technology and cloud infrastructure
services (such as delivery partner onboarding and cloud storage and infrastructures services, data management,
processing and analytics services, digital map platform services and communication services) and other payment
gateway solutions. The following table provides our third-party related costs for the periods indicated:
Particulars Three months ended Fiscals
June 30,
2024 2023 2024 2023 2022
(in ₹ million unless otherwise provided)
Technology and cloud infrastructure cost 829.74 794.09 2,956.96 4,135.70 3,279.69
Outsourcing support 1,317.62 506.77 3,787.91 3,243.56 2,814.20
Supply chain management services 1,001.41 743.79 2,551.09 4,074.49 1,395.10
Payment gateway 403.19 305.06 1,394.35 1,225.41 956.26
Total (A) 3,551.96 2,349.71 10,690.31 12,679.16 8,445.25
Revenue from Operations (B) 32,222.17 23,898.18 112,473.90 82,645.96 57,048.97
% of Revenue from operations (A)/(B) 11.02% 9.83% 9.50% 15.34% 14.80%
For more details on these expenses, see “Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Our Business Model” on page 360.
If our third-party service providers fail to perform their obligations on time and as agreed contractually, it could cause a
material adverse impact on our operations. In addition, any changes or disruption in service levels may adversely affect
our ability to meet the requirements of users and restaurant, merchant, brand and delivery partners on our platform.
Sustained or repeated system failures caused by our third-parties could reduce the attractiveness of our platform, and it
may become increasingly difficult for us to maintain and improve our performance, especially during peak usage times.
For example, on December 31, 2021, due to certain issues with our third-party service provider, we experienced
disruptions in our chat support feature on our platform, which impacted users’ and delivery partners’ ability to use the
chat-feature for approximately 160 minutes. With the support of the concerned third-party, we resolved the issue and
restored normal operations by restarting the module. In another incident on June 18, 2024, a nationwide outage by a
third-party Internet Service Provider (“ISP”) impacted multiple Swiggy applications. The Swiggy monitoring team
swiftly detected the issue and onboarded the critical domains to a content delivery network (“CDN”), resolving the issue
within six hours. To avoid such disruption and ensure service continuity in future, critical applications have been
50
onboarded on CDN. While the issue was resolved and systemic checks put in place, there can be no assurance that such
third-party related disruptions will not occur or that our efforts in preventing disruptions in the future will be successful.
For additional risks related to the technology of our third-parties used for our operations, see “ – The uninterrupted
functioning of our technology platform is essential to our business. Systems failures and resulting interruptions in the
availability of our website, mobile application or platform could adversely affect our business, financial condition and
results of operations” on page 39.
32. Failure to deal effectively with any fraudulent transactions and illegal activity by users, restaurant partners, merchant
partners, brand partners, delivery partners, other third-party service providers and our employees could harm our
business and reputation and expose us to liability.
Due to the breadth of our operations that span across a wide variety of users, restaurant partners, merchant partners,
brand partners, delivery partners and other third-party service providers, we face risks with respect to stolen or fraudulent
transactions or conduct that may take place on our platform. These include use of stolen credit card data, referral fraud
by both users and delivery partners, onboarding using fake documents, fraud with respect to returns and refunds,
exploitation of system bugs or vulnerabilities to circumvent payment requirements and fraud committed by users in
concert with our partner-network. Although we have implemented strict measures to detect and penalise bad actors on
our platform that engage in fraudulent activities, there can be no assurance that such measures will be effective in
preventing fraudulent transactions and that we will be able to detect fraudulent activities in general.
Bad actors are increasingly using sophisticated methods to engage in illegal activities involving personal information,
such as unauthorised use of another person’s identity or account information and unauthorised acquisition or use of
credit or debit card details, bank account information and mobile phone numbers. For example, some of our users’
accounts were fraudulently taken over and orders were placed using their wallet pay balances on our platform. We have
since released a solution to delink user wallets and buy-now-pay-later (“BNPL”) accounts automatically on new device
logins, as well other changes to prevent such frauds, including two-factor authentication. Although we have implemented
various measures to detect, penalise and reduce the occurrence of fraudulent or other malicious activities on our platform,
there can be no assurance that such measures will be completely effective or will scale efficiently with our business. In
addition, any delay in resolving cases of fraudulent behaviour on our platform may lead to the loss of trust by our users,
restaurant partners, merchant partners and delivery partners which may, in turn, lead to increased churn on our platform.
Moreover, illegal, fraudulent or collusive activities by our employees could also subject us to liability or negative
publicity. For example, there have been instances of certain employees’ accepting payments from other third-party
service providers to provide them with preferential treatment. In another instance, the Company, during Fiscal 2024,
identified embezzlement of funds in our Material Subsidiary, Scootsy, by a former employee amounting to ₹326.77
million during the period August 2021 to February 2022. Although, in both instances, we have taken appropriate action
and these employees are no longer employed with us and we have strengthened our internal controls and policies to
avoid such instances to occur in future, and we have filed appropriate proceedings against the former employee and his
accomplices in the latter case, we cannot assure you that our controls and policies will prevent fraud or illegal activity
by our employees or that similar incidents will not occur in the future. Any illegal, fraudulent or collusive activity could
adversely damage our brand and reputation, which could materially and adversely affect our business, cash flows,
financial condition and results of operations.
33. We may not be able to prevent others from unauthorised use of our intellectual property, which could harm our
business and competitive position.
We regard our trademarks, domain names, trade secrets, proprietary technologies, brands and similar intellectual
property as critical to our success. For details on our intellectual property, see “Our Business – Intellectual Property”
on page 232. We rely on a combination of intellectual property laws and contractual arrangements, including
confidentiality, invention assignment and non-compete agreements with our employees and others, to protect our
proprietary rights. Although we have policies and measures in place to prevent unauthorised use of our intellectual
property, any of our intellectual property rights could be challenged, invalidated, circumvented or misappropriated. Such
claims and our failure to renew applicable registrations or any other cause, may require us to operate under a new domain
name, which could cause us substantial harm and we may need to expend significant resources to purchase rights to the
domain name in question.
We have registered amongst other trademarks, the term “Swiggy”, that is registered in the name of our Company, in
India. For details on our intellectual property, see “Our Business – Intellectual Property” on page 232. It is often difficult
to register, maintain and enforce intellectual property rights in India. Statutory laws and regulations are also subject to
judicial interpretation and enforcement and may not be applied consistently due to the lack of clear guidance on statutory
interpretation. Confidentiality, invention assignment and non-compete agreements may be breached by counterparties
and there may not be adequate remedies available to us for such breach. Accordingly, we may not be able to effectively
protect our intellectual property rights or to enforce our contractual rights. Policing any unauthorised use of our
intellectual property is difficult and costly and the steps we take may be inadequate to prevent the infringement or
misappropriation of our intellectual property. For instance, we had initiated proceedings against Ultimate Confectionery
51
Company & other (“Defendants”) for the infringement resulting from use of a mark that shared similarities to one of
our trademarks. Subsequently, a permanent injunction from indulging in any activities in any manner which would result
in the infringement of our trademark was granted against the Defendants. While our Company has received a favourable
order in this instance, we cannot guarantee that we will receive such favourable outcomes in the proceedings involving
the intellectual property of our Company in the future. Litigation related to infringements could result in substantial
costs, require increased management attention, and put our intellectual property at risk of being invalidated or narrowed
in scope. Any failure in maintaining, protecting or enforcing our intellectual property rights could have a material adverse
effect on our business, financial condition and results of operations.
In addition, we facilitate restaurant partners, merchant partners and brand partners to upload content to our platform,
mobile applications and websites. Our mobile application features a vast amount of engaging content on the products
and services available on our platform. However, content posted on our platform may expose us and our partners to
allegations by third parties of infringement of intellectual property rights, unfair competition, invasion of privacy,
defamation and other violations of third-party rights. We have received notices and have had to take down trademarks,
logos and other content provided to us by certain restaurant partners in a manner that breached the intellectual property
rights of other restaurant partners and entities. Our failure to identify and bring down unauthorised content posted on
our mobile application and websites as directed by courts of appropriate jurisdiction may subject us to consequences,
the defending of which may impose burden on us, and there can be no assurance that we will obtain final outcomes that
are favourable to us.
Further, unauthorised parties may copy aspects of our platform or obtain and use information that we consider proprietary.
Malicious third-party actors may adopt service names or purchase domain names like ours, thereby harming our ability
to build brand identity and leading to confusion. Any adverse experience with those parties using similar trade names,
as well as any consequent negative publicity or perceptions, may adversely affect our reputation and brand. For example,
we have had instances where third parties used a fake domain similar to ours to provide employment opportunities to
individuals. Although we were able to take appropriate action to take down the fake sites, such instances could adversely
impact our reputation and brand.
34. If we do not continue to innovate and further develop our platform or our offerings or we are not able to keep pace
with technological developments, we may not remain competitive and our business, financial condition and results
of operations could be adversely affected.
We have an innovations-led approach and have and will continue expanding the services and offering on our platform.
Over the past few years, we have significantly expanded our operations by adding new offerings such as Quick
Commerce, Genie, and other hyperlocal services, among others. The following table provides our technology and cloud
infrastructure cost for the periods indicated:
Particulars Three months ended Fiscals
June 30,
2024 2023 2024 2023 2022
Technology and cloud infrastructure cost (in ₹ million) 829.74 794.09 2,956.96 4,135.70 3,279.69
Technology and cloud infrastructure cost as a percentage of
total other expenses (%) 4.19% 5.06% 4.32% 5.88% 6.10%
For more details on these expenses, see “Objects of the Offer – Details of the Objects – 3. Investment in technology
and cloud infrastructure” on page 152.
Such rapid enhancements, have in the past resulted in and in the future may continue to result in operational challenges
affecting our business. Developing and launching offerings on our platform may involve significant technical risks and
upfront investments that may not generate the expected returns. We may use new technologies ineffectively, or we may
fail to adapt to emerging industry standards. If we face material delays in introducing new or enhanced platform features
and services or if our recently introduced offerings do not perform in accordance with our expectations, users, restaurant
partners, merchant partners, brand partners and delivery partners may churn or stop using our platform. Further, if our
competitors introduce new offerings embodying new technologies, or if new industry standards and practices emerge,
and we are unable to keep pace, our existing technology, services, website and mobile applications may become obsolete.
It may also become increasingly difficult to maintain and improve the availability of our platform, especially during
peak hours and with continued growth in user, restaurant partner, merchant partner, brand partner and delivery partner
interactions on our platform. To the extent that we do not effectively address capacity constraints, upgrade our systems
as needed, or continually develop our technology and network architecture to accommodate actual and anticipated
changes in technology, we may not be able to use our long-term proceeds from this Offer as planned, and our business,
reputation, financial condition and results of operations would be adversely affected.
52
35. We operate in a market which has traditional preference for home-cooked food and faces supply-side constraints in
terms of restaurant network, affordable pricing and diverse culinary options. Continued existence of such preference
and supply constraints could limit our business growth.
According to the RedSeer Report (section 3, page 9), traditional cultural preferences of home-cooked food and supply-
side constraints of restaurants given higher price per meal have limited the size of the food services market in India
which is 9% to 12% of the total food consumption as of 2023, whereas the same for markets like the United States and
China, which have higher share of organized supply, is 55% to 60% and 37% to 42%, respectively.
According to the RedSeer Report (section 3, page 9), the value of restaurant food is significantly higher than home-
cooked meals as it factors in the added value of quality, experience and uniqueness provided by businesses. Further, the
food services market in India is largely unorganized, limiting the supply for food services which is in stark contrast to
other markets like the United States. According to the RedSeer Report (section 3, page 9), while the share of organized
food services in the overall food services market in India grew from 35% to 40% in 2018 to 40% to 45% in 2023 and is
expected to reach 55% to 60% by 2028, as of 2023, the restaurant industry in India is still highly unorganized with 70%
to 75% of the 2 million to 2.5 million restaurants being unorganized. The significant need gap in organized supply of
restaurants in India is emphasized by the restaurant penetration per capita in the United States and China markets as of
2023 being 1.5 times and 5 times of India respectively. Further, according to the RedSeer Report (section 3, page 9), the
absence of a robust restaurant network and diverse culinary options in smaller towns and rural areas dampens consumer
interest in online food ordering.
The continued growth of our business depends on the change in user behaviour and preferences towards consuming
restaurant food, availability of a robust restaurant network with varied culinary options and at affordable prices relative
to home cooked meals. As we increase our market penetration, if such preferences for home-cooked food or supply
constraints are not unlocked, it could limit our growth.
36. If we do not obtain, renew, or maintain the statutory and regulatory permits and approvals required to operate our
business, it could have a material adverse effect on our business.
We are required to obtain and maintain various approvals, licences, registrations and permits, including, without
limitation, licences issued by the Food Safety and Standards Authority of India (“FSSAI”), certificates of registration
issued under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952; certificates of registration issued
under the Employees’ State Insurance Act, 1948, and registrations under the Shops and Establishments Acts of applicable
state specific laws and the Contract Labour (Regulation & Abolition) Act, 1970. We are required and will continue to
be required, to obtain and hold relevant licences, approvals, consents and permits at the local, state and central
government levels for undertaking our business. We are in the process of applying and may need to apply for additional
approvals, including the renewal of approvals which may expire from time to time and approvals required for our
operations in the ordinary course of business and on account of change in the name of our Company or change in the
location of the premises. For instance, we have applied for a shops and establishment license under the relevant state
legislation for Dark Stores operated by our Material Subsidiary, Scootsy, located in Yakutpura, Vadodara. Additionally,
we are in the process of filing an application for shops and establishment license for one of the Dark Stores operated by
our Material Subsidiary, Scootsy, in Saligao, Goa. For details in relation to our material approvals, please see
“Government and Other Approvals” on page 401. We cannot assure you that we will be able to timely apply for all
approvals, consents, permits, registrations and clearances required for undertaking our business from time to time.
Further, there can be no assurance that the relevant authorities will issue such approvals on time or at all.
There is no assurance that the government may not implement new regulations which will require us to obtain approvals
and licences from the government and other regulatory bodies or impose onerous requirements and conditions on our
operations. We have, in the past, received in the ordinary course of business generic show cause notices from the FSSAI
and Legal Metrology Department in relation to certain non-compliances. Though we have not faced any adverse action
by the authorities in relation to such notices, we cannot assure you that no adverse action will be taken against us in
relation to such non-compliances in the future. We may also be unable to fulfil the terms and conditions to which such
approvals, licences, registrations, consents and permits are granted. Furthermore, we cannot assure you that the approvals,
licences, registrations, consents and permits issued to us will not be suspended or revoked in the event of non-compliance
or alleged non-compliance with any terms or conditions thereof, or pursuant to any regulatory action and we may be
subject to penalty and other statutory and regulatory actions.
37. Our operations are subject to the Prevention of Money Laundering Act, 2002, (“PMLA”), and any non-compliance
with the requirements under the PMLA may lead to adverse outcomes on our Company.
The PMLA was enacted to prevent money laundering and to provide for confiscation of property derived from money
laundering. Pursuant to the PMLA, the Financial Intelligence Unit – India under the Department of Revenue, Ministry
of Finance, India, (“FIU-IND”) has been conferred with the concurrent powers under relevant sections of the PMLA to
implement the provisions of the PMLA. Upon any failure to comply with the provision under the PMLA or any event
resulting in an inadvertent breach of the PMLA, the adjudicating authorities may also initiate further proceedings against
53
us by way of a notice. Any proceedings or actions taken by the FIU-IND in relation to any non-compliance in this regard
could tarnish the reputation of our Company, leading to a loss of trust among our stakeholders, business partners and
customers. Further, any regulatory actions resulting from non-compliance with the PMLA may lead to fines and penalties
and /or require us to undertake changes in our systems and processes. While we are not aware of any non-compliances
and have not received any notices to this effect, we cannot assure you that such instances may not occur in the future.
38. If our restaurant partners and merchant partners sell fake or counterfeit products on our platform, or impersonate
other brands, our reputation, business, financial condition and results of operations could be adversely affected.
Although we contractually require our restaurant partners and merchant partners to list correct food and products on our
platform, certain partners may intentionally or unintentionally misuse our platform to list fake or counterfeit products
on our platform or impersonate other popular brands. Such instances may be harmful to consumers or less effective than
genuine products which could give rise to negative publicity that could discourage users from ordering food and products
on our platform. Any loss in user confidence due to such spurious products could have an adverse effect on our brand
value and our business.
39. Our Material Subsidiary, Scootsy, has incurred losses in the past and if it continues to incur losses, we may be
required to continue providing financial support to it which may adversely affect our consolidated results of
operations and financial condition.
The below table represents the losses of our Material Subsidiary, Scootsy, for the periods indicated:
(in ₹ million)
Fiscals
Entity Name Category
2024 2023 2022
Scootsy Logistics Private Limited Subsidiary (4,239.72) (4,070.34) (2,953.50)
In the event our Material Subsidiary continues to incur losses, we may need to provide financial support which may
adversely affect our consolidated results of operations and financial condition.
40. Our failure to provide high-quality support services to our users and partner-network could adversely impact our
operations.
Our ability to attract users, restaurant partners, merchant partners, brand partners and delivery partners depends, in part,
on our ability to provide high-quality support to resolve any issues relating to our platform. We rely on third parties to
provide support services and our ability to provide effective support depends on our ability to attract and retain third-
party service providers who are not only qualified to support but also well versed with our offerings and platform. We
have experienced and expect that in the future we will experience interruptions, delays and outages in service and
availability from time to time due to a variety of factors, such as technology failures, human or software errors, website
hosting disruptions, and capacity constraints. For example, on December 31, 2021, we experienced a disruption in our
third-party software that impacted all users of the chat support feature on our platform. While we resolved the issue and
restored normal operations by restarting the module, there can be no assurance that such efforts will be successful in
preventing disruptions in the future. Further, if any of the personnel deployed by call centres engaged by us indulge in
unprofessional or illegal behaviour while interacting with users, restaurant partners, merchant partners, brand partners
and delivery partners, our reputation and brand will be adversely affected. Any failure to maintain high-quality support,
or a market perception that we do not maintain high-quality support, could harm our reputation and adversely affect our
ability to scale our platform and business, our financial condition and results of operations. See “–We rely on many third-
party providers in connection with our business operations and we depend on the interoperability of our platform across
third-party applications and services that we do not control.”
41. We depend on mobile operating systems for our operations and any changes to their terms and conditions could
impact our operations.
To deliver high-quality applications, we need to ensure that our platform is designed to work effectively with a range of
mobile technologies, systems, networks and standards. We depend on mobile operating systems and their respective
application marketplaces to make our app available to all participants. Any changes in such systems and policies of the
app stores could adversely affect the accessibility and availability of our app. Further, we rely on the mobile operating
systems to offer and promote our app. If their terms and conditions change to our detriment or if we violate such terms,
we could experience a decline in our user base and hence our business may get adversely impacted. As new mobile
devices and mobile platforms are released, there is no guarantee that mobile devices will continue to support our platform
or effectively roll out updates to our applications.
54
42. There have been certain instances of delays in payment of statutory dues by our Company in the past. Any delay in
payment of statutory dues by our Company in future, may result in the imposition of penalties and in turn may have
an adverse effect on our Company’s business, financial condition, results of operation and cash flows.
Our Company is required to pay certain statutory dues including provident fund contributions and employee state
insurance contributions under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 and the
Employees’ State Insurance Act, 1948, respectively, and professional taxes. The table below sets forth the details of the
statutory dues paid by our Company in relation to its employees for the periods indicated below:
Nature of For the three months ended and as of For the year ended and as of March 31
Payment June 30,
2024 2023 2024 2023 2022
Number Statutory Number Statutor Number Statutor Number Statutor Number Statutor
of dues of y dues of y dues of y dues of y dues
employee paid employee paid employee paid employee paid employee paid
s s s s s
Employee 5,688 131.25 6,070 109.94 5,985 460.41 5,987 391.21 6,157 327.71
Provident
Fund
Employee 186 0.43 475 0.91 200 3.82 425 3.36 472 2.96
State
Insurance
Professional 4,645 2.60 5,056 2.87 4,517 13.24 4,980 13.98 5,349 12.54
Tax
Goods and 0 8,905.53 0 7,179.90 0 31,874.99 0 26,366.68 0 13,103.22
Service Tax
Tax 0 1,593.68 0 1,469.50 0 7,208.23 0 6,705.08 0 5,880.38
Deducted at
Source
Tax 0 203.58 0 145.56 0 642.18 0 484.19 0 1,076.61
Collected at
Source
(GST)
Further, the table below sets out details of the delays in statutory dues and professional tax payable by our Company in
relation to its employees for the periods indicated below:
Delayed Payment For the three months For the year ended and as of
ended and as of June March 31,
30,
2024 2023 2024 2023 2022
(in ₹ million)
Employee Provident Fund 0.16 0.63 1.82 0.78 70.51
Employee State Insurance 0.01 - 0.00 0.01 0.20
Professional Tax 0.01 0.01 0.01 0.28 0.64
Goods and Service Tax - - - - -
Tax Deducted at Source - - - - -
Tax Collected at Source (GST) - - - - -
Total 0.18 0.64 1.83 1.07 71.35
Note: “-” represented that there was no delay in payments.
The delays were primarily due to technical issues and administrative errors. We cannot assure you that such delays will
not arise in the future or that we will not be subject to action by the authorities. While the fines and/ or penalties we have
paid in connection with the delays in payment of statutory dues for the periods indicated above were not material in
nature, we cannot assure you that we will not be subject to any penalties, fines or other regulatory actions in the future
that could have a material adverse effect on our business, financial condition, results of operations and cash flows.
43. Our Dark Stores and warehouses could be subject to fraud or theft which could adversely affect our reputation,
financial condition and results of operations.
Our Dark Stores and warehouses could be subject to incidents of fraud, theft, or embezzlement. While there have not
been material instances of pilferage of products or any other fraud, theft or embezzlement, we cannot assure you that
this will not occur in the future. Although we have set up various security measures such as deployment of security
guards, CCTV surveillance and operational systems and processes such as periodic stock taking by a third party, there
can be no assurance that we will not experience any fraud, theft, employee negligence, or similar incidents in the future,
the occurrence of which could adversely affect our reputation and operations.
55
44. We have contingent liabilities, and our financial condition could be adversely affected if any of these contingent
liabilities materialise.
The following table sets forth the principal components of our contingent liabilities as of June 30, 2024. These liabilities
relate to tax demands and legal claims.
Particulars As of June 30, 2024
(in ₹ million)
Claims against the Group not acknowledged as debts:
a. Legal claim 1.21
b. Income tax demands 16.02
c. In December 2023, we received show cause notices from the GST authorities requiring us to show cause why a tax
liability of ₹3,267.63 million along with the interest and penalty for the period from July 2020 to March 31, 2022,
should not be demanded and recovered. The alleged amount is calculated on the delivery charges collected by the
company from the end user on behalf of the delivery partners. The Company has responded to the aforesaid SCNs
defending the Company’s existing stand with regard to taxability of the aforesaid services.
d. We are subject to taxation matters that arise from time to time in the ordinary course of business.
e. We are also involved in claims through consumer forum relating to quality of service, Competition Commission of
India (“CCI”), writ petition and other arbitral matters that arise from time to time in the ordinary course of our business.
Some of these demands are disputed by us, and matters are presently under arbitration with the consumer forum and
other arbitral tribunal.
We cannot assure you that we will not incur similar or increased levels of contingent liabilities in the future. If any of
these contingent liabilities materialise, our financial condition and results of operation may be adversely affected. For
further details on our contingent liabilities, see also “Restated Consolidated Financial Information” on page 279 and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contingent Liabilities” on
page 383.
45. We have entered, and will continue to enter into, related party transactions that may potentially involve conflicts of
interest.
In the ordinary course of our business, we enter and will continue to enter into transactions with related parties. The
following table indicates the percentage of related party transactions to our total revenue from operations for the periods
indicated:
Particulars Three months ended June 30, Fiscals
2024 2023 2024 2023 2022
Revenue from operations 32,222.17 23,898.18 112,473.90 82,645.96 57,048.97
(₹ million)
Related party transactions 6.55% 2.32% 2.14% 0.93% 253.18%
as a percentage of revenue
from operations (%)
Our related party transactions as a percentage of revenue from operations was 253.18% in Fiscal 2022 due to the issue
and allotment of certain of bonus CCPS shares to key managerial personnel (“KMP”) (representing bonus CCPS of
119,296,800 with a face value of ₹ 1,000 each issued to KMP, which are convertible into equity shares of 170,641,800
with a face value of ₹1 each amounting to Equity Share capital of ₹170.64 million). Further, our related party transactions
increased in Fiscals 2023 and 2024, and in the three months ended June 30, 2024, primarily due to increase in employee
stock option cost. Please refer to “Capital Structure – Notes to the Capital Structure – 1. Share capital history of our
Company – (b) Preference share capital” on page 100. For more details regarding our related party transactions, see
“Restated Consolidated Financial Information – Note 35 – Related Party Transactions” on page 335. All related party
transactions that we have entered into are conducted on an arms’ length basis in accordance with the Companies Act and
other applicable regulations. While all related party transactions that we may enter into post-listing will be subject to
board or shareholder approval as required under the Companies Act, the SEBI Listing Regulations, and in the interest
of our Company and our minority shareholders, we cannot assure you that these related party transactions, individually
or in the aggregate, will not have an adverse effect on our business, financial condition, results of operations, cash flows
and prospects. Further, any future transactions with our related parties could potentially involve conflicts of interest that
may be detrimental to us.
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46. Our inability to collect receivables and default in payment from our users and partners could result in adversely
affecting our business cash flows.
Our trade receivables consist of receivables from restaurant partners, merchant partners, brand partners and users which
are in the regular course of business. Our credit risk with regard to receivables from restaurant partners is reduced by its
business model which allows it to offset payables to restaurants partners against receivables. Our trade receivables are
non-interest bearing and generally carries credit period of 0 to 60 days. Outstanding customer receivables are regularly
and closely monitored based on the historical trend. We provide for any outstanding receivables as doubtful based on
the credit risk matrix, which takes into account the historical credit losses as well as the current economic conditions
and is adjusted for forward looking information. There is no assurance that our customers will not default on their
payments or pay us on time. Our inability to collect receivables from our customers on time could adversely affect our
working capital and cash flows. The table below sets forth our trade receivables for the periods indicated:
Particulars Three months ended June 30, Fiscals
2024 2023 2024 2023 2022
Trade receivables (₹ 11,895.90 9,501.66 9,638.50 10,623.49 11,119.32
million)
47. Seasonality, occasions and holidays may cause fluctuations in our sales and results of operations.
Seasonality, occasions and holidays may cause fluctuations in both the number of orders and Gross Order Value for our
businesses, as well as in our advertising and other revenue. For example, we experience higher order volumes and
increase in advertising during festivals or holiday seasons in India, such as New Year’s Eve, Diwali and Christmas,
among others, and during occasions such as sporting events and concerts. In addition, during periods of inclement
weather such as the monsoon season, it is possible that the number of available delivery partners decreases, while the
number of orders from users may increase, which may impact order volumes and lead to increased delivery times,
decreased service quality and increased requests for refunds on our platform. Although we have not experienced
significant variations in our platform’s performance as a result of seasonality, seasonal trends could become more
pronounced over time if our growth slows. Moreover, other seasonal trends may develop, or these existing seasonal
trends may become more extreme, causing a change in user behaviour, which would contribute to an increase in the
fluctuations in orders completed on our platform, and in turn affect our results of operations.
48. Our Directors, Key Managerial Personnel and Senior Management Personnel have interests in our Company in
addition to their remuneration and reimbursement of expenses.
Our Directors, Key Managerial Personnel and Senior Management Personnel are interested in our Company to the extent
of their respective shareholding in our Company, the transactions mentioned in “Restated Consolidated Financial
Information – Note 35: Related Party Transactions” on page 335, directorships in our subsidiaries, as holders of
employee stock options, recipients of dividends, bonus or other similar distributions, including Equity Shares. See “Our
Management – Interest of Directors” and “Our Management – Interests of Key Managerial Personnel and Senior
Management Personnel,” on pages 264 and 274, respectively. We cannot assure you that if our Directors, Key
Managerial Personnel and Senior Management personnel are also our Shareholders, they will exercise their rights as
shareholders for the benefit and best interest of our Company. For details on the interests of our Directors and Key
Managerial Personnel, other than reimbursement of expenses incurred or normal remuneration or benefits, see “Our
Management – Interest of Directors” and “Our Management – Interests of Key Managerial Personnel and Senior
Management Personnel,” on pages 264 and 274, respectively.
49. Majority of our Directors do not have prior experience of holding a directorship in a company listed on the Stock
Exchanges which may subject us to adverse regulatory actions if we are not able to comply with applicable laws,
resulting in an impact on the price of our Equity Shares.
A majority of the independent directors on our Board, including the Chairman of our Board and the Chairman of the
Audit Committee have prior experience of being on the board of a company listed on the Stock Exchanges, or have
experience working at a listed company. However, a majority of the non-Independent Directors of our Board do not
have prior experience of being on the board of a company listed on the Stock Exchanges. Upon listing of the Equity
Shares, our Company will be subject to the applicable regulatory requirements, including the regulations prescribed
under SEBI Listing Regulations and the Companies Act. Any non-compliance with such regulatory framework, whether
due to lack of such experience or otherwise, could subject us to adverse regulatory actions, and have an impact on the
price of our Equity Shares.
57
50. We have issued specified securities during the preceding twelve months at a price which may be below the Offer Price.
We have issued specified securities in the last 12 months at a price which may be lower than the Offer Price, as set out
in the table below:
Date of Name(s) of allotees No. of Face value Issue price Nature of
allotment securities per per security consideration
allotted security (in (in ₹)
₹)
Equity Shares
March 5, Allotment to 236 employees of the company and 3,491,846 1 1 Cash
2024 the Subsidiaries under the ESOP 2015 and 6
employees of the company and the Subsidiaries
under the ESOP 2021
April 3, Allotment of 5,000,000 Equity Shares to Sri Harsha 5,000,000 1 - N.A
2024 Majety on account of conversion of certain Bonus
CCPS
April 3, Allotment of 1,700,000 Equity Shares to Lakshmi 1,700,000 1 - N.A.
2024 Nandan Reddy Obul on account of conversion of
certain Bonus CCPS
June 17, Allotment of 966,690 & 358,656 Equity Shares to 1,325,346 1 - N.A.
2024 Ark India Food-
Tech Private Investment Trust and Ark India
Innovation Capital Private Investment Trust
respectively
July 19, Allotment of 2,536,800 Equity Shares to Catalyst 2,536,800 1 - N.A.
2024 Trusteeship Limited.
July 31, Allotment of 1,500,000 Equity Shares to Lakshmi 1,535,000 1 - N.A.
2024 Nandan Reddy Obul and 35,000 Equity Shares to
Catalyst Trusteeship Limited
July 31, Allotment of 2,898,669 Equity Shares to Ark India 2,898,669 1 - N.A.
2024 Food-
Tech Private Investment Trust
July 31, Allotment of 2,004,481 Equity Shares to 2,011,238 1 - N.A.
2024 P.R.Venketrama Raja & 6,757 Equity Shares to
P.V.Abinav Ramasubramaniam Raja
For further information, see “Capital Structure – Notes to the Capital Structure” on page 93. The prices at which Equity
Shares were issued by us in the past year should not be taken to be indicative of the Price Band, Offer Price and the
trading price of our Equity Shares after listing.
51. If we cannot maintain our company culture and our values as we grow, our business and competitive position may
be harmed.
We believe our culture powered by our values has a significant impact on our success to date. Any failure to preserve
our culture could negatively affect our ability to retain and recruit personnel, which is critical to our growth, and to
effectively focus on and pursue our corporate objectives. As we grow and develop the infrastructure of a public company,
we may find it difficult to maintain these important aspects of our culture. We believe that our people policies and
practices aimed at empowering, motivating and attracting talent is our strength. Any changes to our policies that restrict
our employees, directly or indirectly, could have an impact on the productivity of our employees. We aim to build a fair,
admired, compliant and performing culture via regular education and training for our employees including zero tolerance
to any violations of our code of conduct including those in relation to the prevention of sexual harassment. Violations to
the Code of Conduct and policies could harm our reputation and our culture. Any unethical or unlawful behaviour on
the part of our employees could damage our brand and subject us to significant legal liability and reputational impact. If
we fail to maintain our company culture, our business and competitive position may be harmed.
52. We may not be able to renew leases or control rent increases at our existing offices, Dark Stores and warehouses at
reasonable terms which could have a material impact on our operations and results of operations.
Our corporate offices are located on leased premises which have a total gross floor area of approximately 318,268 sq. ft.
The term of our lease deeds for our corporate offices is 10 years. Our Dark Stores and warehouses are also located on
leased premises, with the term of our lease deeds for our Dark Stores ranging from 11 months to nine years and the term
of our lease deeds for our warehouses ranging from 11 months to six years. Upon the expiry of any of our leases, there
is no assurance that the relevant lessor will agree to enter a new lease with us at a rent that is acceptable to us, or at all.
As a result, we may fail to reach agreements for rents or otherwise fail to continue to lease one or more of these premises.
We may be forced to relocate the affected operations to a new location or pay higher rents, which could involve
substantial increase in our costs and cause material business interruptions. In addition, any regulatory non-compliance
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by landlords may entail significant disruptions to our operations. If any of our leases or our rights to occupy and use
were terminated as a result of challenges by third parties or governmental authorities, we may be forced to relocate the
affected operations and incur significant expenses. There is no assurance that we may find suitable replacement sites in
a timely manner on terms acceptable to us.
53. We may require additional capital to support the growth of our business and this capital might not be available on
acceptable terms, if at all.
We have funded our operations since inception primarily through equity and debt financings and revenue generated from
our business. We intend to continue to make investments to support the development and growth, and will require
additional funds to support our growth. We may need additional funding for marketing expenses, innovate new services
and offerings, enhance our existing services and offerings, improve our operating infrastructure, among others.
Accordingly, we might need or may want to engage in future equity or debt financings to secure additional funds.
Additional financing may not be available to us on favourable terms, or at all. If we raise additional funds through the
issuance of equity, equity-linked or debt securities, those securities may have rights, preferences, or privileges senior to
those of our Equity Shares and our existing shareholders may experience dilution. The terms of any additional debt we
may incur in the future could restrict our ability to effectively conduct our operations. Further, because our decision to
raise additional capital will depend on numerous considerations, including factors beyond our control, we cannot predict
or estimate the amount, timing or nature of any future debt or equity financings or terms on which any such financings
may be completed. If we are unable to obtain adequate financing or financing on terms satisfactory to us, our ability to
support our business growth and respond to business challenges could be significantly impaired and our business,
financial condition and results of operations may be adversely affected.
54. We rely primarily on third-party insurance policies to insure our operations-related risks. If our insurance coverage
is insufficient for the needs of our business or our insurance providers are unable to meet their obligations, we may
not be able to mitigate the risks facing our business, which could adversely affect our business, financial condition,
and results of operations.
We procure third-party insurance policies to cover various operations-related risks including commercial general
insurance, cybersecurity insurance, standard fire and special perils insurance, burglary insurance and electronic
equipment insurance. For details in relation to the insurance policies, please see “Our Business – Insurance” on page
232. Our insurance policies contain exclusions and limitations on coverage, and, accordingly, we may not be able to
successfully assert claims for the full amount of any liability or losses. Additionally, there may be various other risks
and losses for which we are not insured because such risks are either uninsurable or not insurable on commercially
acceptable terms. For certain types of operations-related risks or future risks related to our new and evolving services,
we may not be able to, or may choose not to, acquire insurance. In addition, we may not obtain enough insurance to
adequately mitigate such operations-related risks or risks related to our new and evolving services and we may have to
pay high premiums, self-insured retentions, or deductibles for the coverage we do obtain. In addition, if any of our
insurance providers terminate their relationship with us or refuse to renew their relationships with us on commercially
reasonable terms, we would be required to find alternate insurance providers and may not be able to secure similar terms
or a suitable replacement in an acceptable time frame. We also apply for the renewals of our insurance policies in the
normal course of our business, but we cannot assure you that such renewals will be granted in a timely manner, at
acceptable cost, or at all.
While we believe that the insurance coverage which we maintain would be reasonably adequate to cover the normal
risks associated with the operation of our business, our insurance claims may be rejected by the insurance agencies in
the future and there can be no assurance that any claim under the insurance policies maintained by us will be honoured
fully, in part, or on time. If the amount of one or more operations-related claims were to exceed our applicable aggregate
coverage limits, we would bear the excess, in addition to amounts already incurred in connection with deductibles, self-
insured retentions. Insurance providers have, in the past, raised premiums and deductibles for many businesses and may
do so in the future. As a result, our insurance and claims expense could increase, or we may decide to raise our
deductibles or self-insured retentions when our policies are renewed or replaced. Any uninsured losses or liabilities could
result in an adverse effect on our business operations, financial conditions, and results of operations. The following table
highlights our insurance coverage as a percentage of property, plant and equipment, cash in hand and inventories for the
periods indicated:
Particulars As at June 30, As at March 31,
2024 2023 2024 2023 2022
Property, plant and equipment, cash 5,260.59 3,665.06 5,037.45 3,243.90 3,293.20
in hand and inventories (₹ million)
Insurance coverage on assets (₹ 19,170.56 10,776.29 23,248.52 8,464.58 5,819.75
million)
Total insured assets 5,260.59 3,665.06 5,037.45 3,243.90 3,293.20
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Insurance coverage as a percentage 364.42% 294.03% 461.51% 260.94% 176.72%
of property, plant and equipment,
cash in hand and inventories (%)
55. Some aspects of our platforms include open source software, and our use of open source software could negatively
affect our business, results of operations, cash flows, financial condition, and prospects.
Some of the aspects of our platforms include software covered by open source licences. The terms of open source
licences are open to interpretation, and there is a risk that such licences could be construed in a manner that imposes
unanticipated conditions or restrictions on our platform. In such an event, we could be required to re-engineer all or a
portion of our technologies, seek licences from third parties, discontinue the use of our platforms in the event re-
engineering cannot be accomplished, or otherwise be limited in the licensing of our technologies, each of which could
reduce or eliminate the value of our technologies and offerings. If portions of our proprietary software are determined
to be subject to an open source licence, we could also be required to, under certain circumstances, publicly release or
licence, at no cost, our offerings that incorporate the open source software or the affected portions of our source code,
which could allow our competitors or other third parties to create similar offerings with lower development effort, time,
and costs, and could ultimately result in a loss of transaction volume for us. We cannot ensure that we have incorporated
open source software in our software in a manner that is consistent with the terms of the applicable licence or our current
policies, and we may inadvertently use open source in a manner that we do not intend or that could expose us to claims
for breach of contract or intellectual property infringement, misappropriation, or other violation. If we fail to comply, or
are alleged to have failed to comply, with the terms and conditions of our open source licences, we could be required to
incur significant legal expenses defending such allegations, be subject to significant damages, be enjoined from the sale
of our products and services and be required to comply with onerous conditions or restrictions on our products and
services, any of which could be materially disruptive to our business.
56. Certain sections of this Prospectus contain information from the Redseer Report which has been exclusively
commissioned and paid for by us in relation to the Offer and any reliance on such information for making an
investment decision in this offering is subject to inherent risks.
Pursuant to being engaged by us, Redseer, an independent third-party agency, prepared a report on the Indian food
services industry, “Report on Indian Hyperlocal Commerce Opportunity” dated October 18, 2024 (“Redseer Report”),
which has been exclusively commissioned and paid for by the Company (link of the Redseer Report:
https://www.swiggy.com/corporate/investor-relations/). Certain sections of this Prospectus include information based
on, or derived from, the Redseer Report or extracts of the Redseer Report. Accordingly, any information in this
Prospectus derived from, or based on, the Redseer Report should be read taking into consideration the foregoing. The
report uses certain methodologies for market sizing and forecasting and may include numbers relating to our Company
that differ from those we record internally. Industry sources and publications are also prepared based on information as
of specific dates and may no longer be current or reflect current trends. Industry sources and publications may also base
their information on estimates, projections, forecasts, and assumptions that may prove to be incorrect. The Redseer
Report is subject to various limitations and based upon certain assumptions that are subjective in nature. Statements
from third parties that involve estimates are subject to change, and actual amounts may differ materially from those
included in this Prospectus.
57. Our online marketing services/listings or reviews may constitute internet advertisement, which subjects us to laws,
rules, and regulations applicable to advertising.
Indian and international advertising laws, rules and regulations require advertisers, advertising operators and advertising
distributors to ensure that the content of the advertisements they prepare or distribute is fair and accurate and is in full
compliance with applicable law. For example, the Advertising Standards Council of India (“ASCI”) has issued
guidelines for digital advertising which, among other things, sets out certain guidelines on the presentation of pricing of
a customer’s purchases on our platform, guidelines on displays of savings for large pack consumption and guidelines on
the communication and advertising of food and beverages. Any violation of these laws, rules or regulations may result
in penalties, including fines, orders to cease dissemination of the advertisements and orders to publish corrective
information. Complying with these requirements and any penalties or fines for any failure to comply may significantly
reduce the attractiveness of our platform and increase our costs and could have a material adverse effect on our business,
financial condition and results of operations.
In addition, for advertising content related to specific types of products and services, advertisers, advertising operators
and advertising distributors must confirm that the advertisers have obtained the requisite government approvals,
including the advertiser’s operating qualifications, proof of quality inspection of the advertised products and services
and, with respect to certain industries, government approval of the content of the advertisement and filing with the local
authorities. Pursuant to the internet laws in India, we are required to take steps to moderate the content displayed on our
platform, such as reviews and pictures posted by users. This requires considerable resources and time and could
significantly affect the operation of our business, while at the same time also exposing us to increased liability under the
relevant laws, rules, and regulations. The costs associated with complying with these laws, rules, and regulations,
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including any penalties or fines for our failure to comply if required, could have a material adverse effect on our business,
financial condition, cash flows and results of operations. Any further change in the classification of our online marketing
services by the government may also significantly disrupt our operations and materially and adversely affect our business,
financial condition, and results of operations.
58. Grant of ESOPs under our Employee Stock Option Plans may result in a charge to our profit and loss account and,
to that extent, affect our financial condition.
Our Company may, in the future, continue to issue Equity Shares, including under our ESOP Schemes, at prices that
may be lower than the Offer Price, subject to compliance with applicable law. Grants of stock options result in a charge
to our statement of profit and loss and affect our financial condition. Any issuances of Equity Shares by our Company,
including through exercise of employee stock options pursuant to the ESOP Schemes or any stock option plans that we
may implement in the future, may dilute your shareholding in the Company, thereby adversely affecting the trading price
of the Equity Shares.
Our Company has three ESOP Schemes, namely, Swiggy Employee Stock Option Plan 2015, Swiggy Employee Stock
Option Plan 2021, and Swiggy Employee Stock Option Plan 2024. As on the date of this Prospectus, the details of grants,
exercise and lapsed options on a cumulative basis are as follows:
Particulars ESOP Scheme Equivalent no.
of Equity
2015* 2021* 2024#
Shares
ESOP pool 106,201 24,748 107,371,316 264,159,624
Options granted 158,049 26,403 85,874,673 344,291,925
Options forfeited/lapsed/cancelled 59,865 6,468 2,125,317 95,057,850
Options exercised 13,188 816 - 8,964,004
Total number of Equity Shares that
arose as a result of exercise of 7,821,236 1,142,768 - 8,964,004
options
Options vested (including options
78,607 13,726 - 118,702,933
that have been exercised)
Total number of options outstanding
84,996 19,119 83,749,356 229,614,471
in force
* 1 option = 1401 Equity Shares
# 1 option = 1 Equity Share
^ As certified by Manian and Rao, Chartered Accountants pursuant to their certificate dated November 8, 2024.
The details of share based payment details are as disclosed below:
(in ₹ million)
Particulars Three months Three months Year ended Year ended Year ended
ended June 30, ended June 30, March 31, March 31, March 31,
2024 2023 2024 2023 2022
Share based payments 2,593.14 1,397.46 5,962.62 5,339.52 5,134.15
*Includes expense/ (benefit) pertaining to cash settled share-based payment amounting to ₹ Nil on account of actualisation of options (June 30, 2023:
₹ (270.66) Million, March 31, 2024: ₹ (182.24) Million, March 31, 2023: ₹ 1,965.87 Million, March 31, 2022: ₹ 275.95 Million) and issue of sweat
equity shares amounting to ₹ Nil for the three months ended June 30, 2024 (June 30, 2023: ₹ Nil, March 31, 2024: ₹ Nil, March 31, 2023: ₹ Nil,
March 31, 2022: ₹ 1,507.66 Million). For further details, see “Restated Consolidated Financial Information – Note 25: Employee benefits expense”
on page 328.
59. We track certain operational and non-GAAP metrics with internal systems and tools and do not independently verify
such metrics. Certain of our operational metrics are subject to inherent challenges in measurement and any real or
perceived inaccuracies in such metrics may adversely affect our business and reputation.
Certain of our operational metrics, including non-GAAP metrics, are prepared with internal systems and tools that are
not independently verified by any third party and which may differ from estimates or similar metrics published by third
parties due to differences in sources, methodologies, or the assumptions on which we rely. Our internal systems and
tools have a number of limitations and our methodologies for tracking these metrics may change over time, which could
result in unexpected changes to our metrics, including the metrics we publicly disclose. If the internal systems and tools
we use to track these metrics under count or over count performance or contain algorithmic or other technical errors, the
data we report may not be accurate. While these numbers are based on what we believe to be reasonable estimates of
our metrics for the applicable period of measurement, there are inherent challenges in measuring how our platform is
used across large populations. Limitations or errors with respect to how we measure data or with respect to the data that
we measure may affect our understanding of certain details of our business, which could affect our long-term strategies.
If our operating metrics are not accurate representations of our business, if investors do not perceive our operating
metrics to be accurate or if we discover material inaccuracies with respect to these figures, we expect that our business,
reputation, financial condition, and results of operations would be adversely affected.
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External Risks
60. Natural disasters, fires, epidemics, pandemics, acts of war, terrorist attacks, civil unrest and other events could
materially and adversely affect our business, financial condition, and results of operations.
Natural disasters, epidemics, pandemics such as H7N9, H5N1, H1N1 strains of influenza in birds, acts of war, terrorist
attacks and other events such as the Russia-Ukraine war or the Israel-Gaza unrest, many of which are beyond our control,
may lead to economic instability, including in India or globally, and may adversely affect our business, financial
condition, cash flows and results of operations. Further, our operations may be adversely affected by fires, natural
disasters and/ or severe weather, which can result in damage to our property, Dark Stores, warehouses and generally
reduce our productivity and may require us to evacuate personnel and suspend operations. Any terrorist attacks or civil
unrest as well as other adverse social, economic and political events in India could also have a negative effect on us.
Such incidents could create a greater perception that investment in Indian companies involves a higher degree of risk
and could have an adverse effect on our business and the price of the Equity Shares.
61. Changing laws, rules and regulations in India and legal uncertainties including any adverse application of corporate
and tax laws, may adversely affect our business, cash flows, prospects and results of operations.
The regulatory and policy environment in which we operate is evolving and is subject to change. The Government of
India (“GoI”) may implement new laws or other regulations and policies that could affect hyperlocal commerce in
general, which could lead to new compliance requirements, including requiring us to obtain approvals and licences from
the government and other regulatory bodies, or impose onerous requirements. New compliance requirements could
increase our costs or otherwise adversely affect our business, financial condition, cash flows and results of operations.
For example, the Government of Delhi released an aggregator policy requiring delivery fleets in the National Capital
Territory (“NCT”) region to use electric vehicles by 2030. Furthermore, the manner in which new requirements will be
enforced or interpreted can lead to uncertainty in our operations and could adversely affect our operations. Any changes
to such laws, including the instances mentioned below, may adversely affect our business, financial condition, results of
operations, cash flows and prospects.
For example, the Government of India has introduced Labour Codes which consolidate, subsume, amend and replace
numerous existing central labour legislations. These Labour Codes are yet to be notified by the GoI. Similarly, the
Government of State of Rajasthan passed the Platform Based Gig Workers (Registration and Welfare) Act, which
regulates the engagement of gig workers and aims to provide social security and other benefits to platform-based gig
workers through rules which are yet to be notified. Further, Parliament passed the Digital Personal Data Protection Act
on August 9, 2023 (“DPDP Act”) to replace the existing data protection provision, as contained in Section 43A of the
IT Act. The implementation of such laws can increase our employee and labour costs and data security and compliance
related costs thereby adversely impacting our results of operations, cash flows, business, and financial performance.
Unfavourable changes in the applicability, implementation, or interpretations of existing, or the promulgation of new
laws, rules and regulations including foreign investment laws governing our business and operations could result in us
being deemed to be in contravention of such laws and may require us to apply for additional approvals. For example,
our business operations are subject to Foreign Exchange Management (Non-debt Instruments) Rules, 2019 and
Consolidated Foreign Direct Investment Policy of 2020 (“FEMA Laws”) relating to e-commerce marketplaces that are
constantly evolving. Further, the RBI or the GoI may add to or modify the FEMA Laws applicable to the e-commerce
marketplace businesses as they have done in the past from time to time. We may incur increased costs and other burdens
relating to compliance with new requirements under any laws applicable to us, which may also require significant
management time and other resources, and any failure to comply may adversely affect our business, results of operations,
financial condition, cash flows and prospects. Uncertainty in the applicability, interpretation or implementation of any
amendment to, or change in, governing law, regulation or policy in the jurisdictions in which we operate, including by
reason of an absence, or a limited body of administrative or judicial precedent may be time consuming as well as costly
for us to resolve and may impact the viability of our current business or restrict our ability to grow our business in the
future. Additionally, if we are affected, directly or indirectly, by the application or interpretation of any provision of
such laws and regulations or any related proceedings or are required to bear any costs to comply with such provisions
or to defend such proceedings, our business and financial performance may be adversely affected.
Further, we have also been impleaded in public interest litigations against the Company which seek directions on, inter
alia, regulation of the food delivery aggregators and declaration of app-based workers as workers under the Labour
Codes. A direction by the respective courts in favour of the petitioners in the aforementioned petitions, could result in
amendments to the Labour Codes and the Motor Vehicles Act, 1988 respectively, which may result in more onerous
compliance with these amended laws, and thereby affect our financial burden and adversely impact our profitability.
62. A downgrade in ratings of India, may affect the trading price of the Equity Shares.
India’s sovereign debt rating could be downgraded due to several factors, including changes in tax or fiscal policy or a
decline in India’s foreign exchange reserves, all which are outside the control of our Company. Any adverse revisions
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to India’s credit ratings for domestic and international debt by international rating agencies may adversely impact our
ability to raise additional external financing, and the interest rates and other commercial terms at which such additional
financing is available. Our borrowing costs and our access to the debt capital markets depend significantly on the credit
ratings of India. India’s sovereign rating improved from Baa3 with a “negative” outlook to Baa3 with a “stable” outlook
by Moody’s in October 2021 and improved from BBB- with a “negative” outlook to BBB- with a “stable” outlook by
Fitch in June 2022; and DBRS confirmed India’s rating as BBB “low” in May 2023. India’s sovereign rating from S&P
is BBB- with a “stable” outlook in 2010, and the outlook was revised by S&P to “positive” in May 2024. Any further
adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies may
adversely impact our ability to raise additional financing and the interest rates and other commercial terms at which such
financing is available, including raising any overseas additional financing. A downgrading of India’s credit ratings may
occur, for example, upon a change of government tax or fiscal policy, which are outside our control. This could have an
adverse effect on our ability to fund our growth on favourable terms or at all, and consequently adversely affect our
business, cash flows and financial performance and the price of our Equity Shares.
63. Political changes could adversely affect economic conditions in India.
We are incorporated in India and derive all of our revenue from operations in India and all of our assets are located in
India. Our business depends on a number of general macroeconomic and demographic factors in India which are beyond
our control. In particular, our revenue and profitability are strongly correlated to user discretionary spending, which is
influenced by general economic conditions, unemployment levels, the availability of discretionary income and consumer
confidence. Recessionary economic cycles, a protracted economic slowdown, a worsening economy, increased
unemployment, increased food and grocery prices, increased energy prices, rising interest rates or other industry-wide
cost pressures could also affect consumer behaviour and spending for dining, events, premium products or occasions
and lead to a decline in our sales and earnings.
Factors that may adversely affect the Indian economy and hence our results of operations and cash flows, may include
the macroeconomic climate, including any increase in Indian interest rates or inflation; exchange rate fluctuations;
scarcity of credit or other financing in India; prevailing income conditions among Indian consumers and Indian
companies; epidemics, pandemics or any other public health crisis in India or in countries in the region or globally;
volatility in, and actual or perceived trends in trading activity on India’s principal stock exchanges; changes in India’s
tax, trade, fiscal or monetary policies; political instability, terrorism or military conflict in India or in countries in the
region or globally; occurrence of natural or man-made disasters; other significant regulatory or economic developments
in or affecting India or its consumption sector; international business practices that may conflict with other customs or
legal requirements to which we are subject, including anti-bribery and anti-corruption laws; protectionist and other
adverse public policies, including local content requirements, import/export tariffs, increased regulations or capital
investment requirements; logistical and communications challenges; downgrading of India’s sovereign debt rating by
rating agencies; changes in political environment; difficulty in developing any necessary partnerships with local
businesses on commercially acceptable terms or on a timely basis; and being subject to the jurisdiction of foreign courts,
including uncertainty of judicial processes and difficulty enforcing contractual agreements or judgments in foreign legal
systems or incurring additional costs to do so. Any slowdown or perceived slowdown in the Indian economy, or in
specific sectors of the Indian economy, could adversely affect our business, results of operations, cash flows and financial
condition and the price of the Equity Shares.
64. Financial instability in other countries may cause increased volatility in Indian financial markets.
The Indian market and the Indian economy are influenced by economic and market conditions in other countries,
including conditions in the United States, Europe and certain emerging economies in Asia. Currencies of a few Asian
countries have in the past suffered depreciation against the U.S. Dollar owing to various factors. Although economic
conditions vary across markets, loss of investor confidence in one emerging economy may cause increased volatility
across other economies, including India. Any worldwide financial instability may cause increased volatility in the Indian
financial markets and, directly or indirectly, adversely affect the Indian economy and financial sector and us. Financial
instability in other parts of the world could have a global influence and thereby negatively affect the Indian economy.
Concerns related to a trade war between large economies may lead to increased risk aversion and volatility in global
capital markets and consequently have an impact on the Indian economy. These developments, or the perception that
any related developments could occur, have had and may continue to have a material adverse effect on global economic
conditions and financial markets, and may significantly reduce global market liquidity, restrict the ability of key market
participants to operate in certain financial markets or restrict our access to capital. This could have a material adverse
effect on our business, financial condition and results of operations and reduce the price of the Equity Shares.
65. If inflation rises in India, increased costs may impact our ability to maintain or achieve profitability.
India has experienced high inflation relative to developed countries in the recent past. Increasing inflation in India could
cause a rise in the costs of rent, wages, raw materials and other expenses. High fluctuations in inflation rates may make
it more difficult for us to accurately estimate or control our costs. Any increase in inflation in India can increase our
expenses, which we may not be able to adequately pass on to our users, whether entirely or in part, and may adversely
63
affect our business and financial condition. If we are unable to increase our revenues sufficiently to offset our increased
costs due to inflation, it could have an adverse effect on our business, prospects, financial condition, results of operations
and cash flows. Further, the GoI has previously initiated economic measures to combat high inflation rates, and it is
unclear whether these measures will remain in effect. There can be no assurance that Indian inflation levels will not
worsen in the future.
66. Significant differences exist between Ind AS and other accounting principles, such as IFRS and U.S. GAAP, which
may be material to investors’ assessments of our financial condition, result of operations and cash flows.
Our Restated Consolidated Financial Information included in this Prospectus are prepared under Ind AS, which differs
from accounting principles with which prospective investors may be familiar, such as Indian GAAP, IFRS and U.S.
GAAP. We have not attempted to quantify the impact of US GAAP or IFRS on the financial data included in this
Prospectus, nor do we provide a reconciliation of our financial information to those of US GAAP or IFRS. US GAAP
and IFRS differ in significant respects from Ind AS and Indian GAAP. Accordingly, the degree to which the Ind AS
financial statements will provide meaningful information is entirely dependent on the reader’s level of familiarity with
Indian accounting standards and practices. Any reliance by persons not familiar with Indian accounting practices on the
financial disclosures presented in this Prospectus should be limited accordingly.
67. Non-resident investors are subject to investment restrictions under Indian laws which limit our ability to attract
foreign investors, which may adversely impact the market price of our Equity Shares.
Under foreign exchange regulations currently in force in India, the transfer of shares between non-residents and residents
are freely permitted (subject to compliance with sectoral norms and certain other restrictions), if they comply with the
pricing guidelines and reporting requirements specified by the RBI. If the transfer of shares, which are sought to be
transferred, is not in compliance with such pricing guidelines or reporting requirements or falls under any of the
exceptions referred to in the FEMA Non-debt Instruments Rules, then a prior regulatory approval will be required.
Further, unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian economy up to
any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures
for making such investment. The RBI and the concerned ministries and/or departments are responsible for granting
approval for foreign investment. Furthermore, this is subject to the shares having been held on a repatriation basis and,
either the security having been sold in compliance with the pricing guidelines or, the relevant regulatory approval having
been obtained for the sale of shares and corresponding remittance of the sale proceeds. In addition, pursuant to the Press
Note No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT, investments where the beneficial owner of the
equity shares is situated in or is a citizen of a country which shares a land border with India, can only be made through
the government approval route. Further, in the event of transfer of ownership of any existing or future foreign direct
investment in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within the aforesaid
restriction and/or purview, such subsequent change in the beneficial ownership will also require approval of the GoI.
Furthermore, on April 22, 2020, the Ministry of Finance, GoI has also made similar amendment to the FEMA Non-debt
Instruments Rules. We cannot assure investors that any required approval from the RBI or any other government agency
can be obtained on any particular terms or conditions or at all. For further information, see “Restrictions on Foreign
Ownership of Indian Securities” beginning on page 464.
68. We are and after this offering will remain, a “foreign owned and controlled” company in accordance with the
Consolidated FDI Policy and FEMA Rules and accordingly, we shall be subject to Indian foreign investment laws.
In accordance with the provisions of the Consolidated FDI Policy and FEMA Rules, we are a foreign owned and
controlled company. As a foreign owned and controlled company, we are subject to various requirements under the
Consolidated FDI Policy and other Indian foreign investment laws including the restriction on undertaking businesses
which are not permitted to receive FDI. Such requirements include restrictions on our Company and Subsidiaries on
investing in companies that are FDI restricted or at all and pricing guidelines applicable to any investment by us in shares
of another Indian company. While we believe that our business activities have been and continue to remain, compliant
with the requirements under the Consolidated FDI Policy and other Indian foreign investment laws, we cannot assure
you that the GoI, or a regulatory or judicial authority, will not take a different interpretation. A determination by the GoI,
or a regulatory or judicial authority, that any of our business activities are being, or have been, conducted in violation of
the Consolidated FDI Policy and other applicable Indian foreign investment laws, would attract regulatory sanctions,
including monetary penalties. In such an event, we may also have to cease undertaking the relevant business activities.
Further, until the time we continue to be a foreign owned and controlled company, we may not be able to undertake
certain commercially attractive business activities or investments without prior approval of the GoI or at all. The Offer
for Sale as a percentage of the Offer is 60.28% and amounts to ₹ 68,284.27 million out of the total Offer of ₹ 113,274.27
million.
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69. Any deficiencies in India’s telecommunication and internet infrastructure could impair the functioning of our
technology system and the operation of our business.
Our business depends on the performance, reliability and security of the telecommunications and internet infrastructure
in India. Access to internet in India is maintained through telecommunications carriers and the industry is highly
concentrated. We obtain access to end-user networks operated by such telecommunications carriers to give users access
to our platform, and such carriers could take actions that degrade, disrupt or increase the cost of users’ ability to access
our platform. We may not have access to alternative networks in the event of disruptions, failures or other problems with
the telecommunication and internet infrastructure in India. We have a certificate of registration as a principal entity/
sender of commercial communication formulated under the Telecom Commercial Communications Customers
Preference Regulations, 2018 and the failure of telecommunication and internet network operators to provide us with
the requisite bandwidth could also interfere with the speed and availability of our platforms. Any of such occurrences
could delay or prevent users from accessing our website and mobile application and frequent interruptions could frustrate
users and discourage them from using our services, which could cause us to lose users and harm our results of operations.
In addition, the internet infrastructure that we and users of our platform rely on in any particular geographic area may
be unable to support the demands placed upon it and could interfere with the speed and availability of our platform. For
example, a nationwide outage by a third-party ISP impacted multiple Swiggy applications. While we were able to resolve
the issue, there can be no assurance that such third-party related disruptions will not occur or that our efforts in preventing
disruptions in the future will be successful. Any such failure in Internet or mobile device or computer accessibility, even
for a short period of time, could adversely affect our results of operations. For additional risks related to the ISP incident,
see “- Internal risks - We rely on many third-party providers in connection with our business operations and we depend
on the interoperability of our platform across third-party applications and services that we do not control” on page 50.
70. We may be affected by competition law in India and any adverse application or interpretation of the Competition Act
could adversely affect our business and activities.
The Competition Act prohibits any anti-competition agreement or arrangement, understanding or action in concert
between enterprises, whether formal or informal, which causes or is likely to cause an appreciable adverse effect on
competition in India. Any agreement among competitors which directly or indirectly involves the determination of
purchase or sale prices, limits or controls production, supply, markets, technical development, investment or provision
of services, shares the market or source of production or provision of services in any manner by way of allocation of
geographical area, type of goods or services or number of consumers in the relevant market or in any other similar way
or directly or indirectly results in bid-rigging or collusive bidding is presumed to have an appreciable adverse effect on
competition. The Competition Act also prohibits abuse of a dominant position by any enterprise. The combination
regulation (merger control) provisions under the Competition Act require acquisitions of shares, voting rights, assets or
control or mergers or amalgamations that cross the prescribed asset and turnover based thresholds to be mandatorily
notified to, and pre-approved by, the Competition Commission of India (“CCI”). Any breach of the provisions of
Competition Act, may attract substantial monetary penalties. We are currently involved in proceedings initiated by the
National Restaurant Association of India (“NRAI”) with the CCI wherein the NRAI has alleged that, inter alia, certain
activities conducted by our Company are in contravention of the Competition Act, 2002. For details, please see
“Outstanding Litigation and Material Developments – I. Litigation involving our Company – Litigation against our
Company – Actions Taken by Regulatory and Statutory Authorities” on page 395. The Competition Act aims to, among
other things, prohibit all agreements and transactions, which may have an appreciable adverse effect on the market. The
applicability or interpretation of the Competition Act to any merger, amalgamation or acquisition proposed by us, or any
enforcement proceedings initiated by the CCI in future, or any adverse publicity that may be generated due to scrutiny
or prosecution by the CCI may affect our business, financial condition and results of operations.
71. Pursuant to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like Additional
Surveillance Measure (“ASM”) and Graded Surveillance Measures (“GSM”) by the Stock Exchanges in order to
enhance market integrity and safeguard the interest of investors.
SEBI and the Stock Exchanges have introduced various pre-emptive surveillance measures in order to enhance market
integrity and safeguard the interests of investors, including ASM and GSM. ASM and GSM are imposed on securities
of companies based on various objective criteria such as significant variations in price and volume, concentration of
certain client accounts as a percentage of combined trading volume, average delivery, securities which witness abnormal
price rise not commensurate with financial health and fundamentals such as earnings, book value, fixed assets, net worth,
price / earnings multiple, market capitalisation etc. Upon listing, the trading of our Equity Shares would be subject to
differing market conditions as well as other factors which may result in high volatility in price, low trading volumes,
and a large concentration of client accounts as a percentage of combined trading volume of our Equity Shares. The
occurrence of any of the abovementioned factors or other circumstances may trigger any of the parameters prescribed
by SEBI and the Stock Exchanges for placing our securities under the GSM and/or ASM framework or any other
surveillance measures, which could result in significant restrictions on trading of our Equity Shares being imposed by
SEBI and the Stock Exchanges. These restrictions may include requiring higher margin requirements, requirement of
settlement on a trade for trade basis without netting off, limiting trading frequency, reduction of applicable price band,
65
requirement of settlement on gross basis or freezing of price on upper side of trading, as well as mentioning of our Equity
Shares on the surveillance dashboards of the Stock Exchanges. The imposition of these restrictions and curbs on trading
may have an adverse effect on market price, trading and liquidity of our Equity Shares and on the reputation and
conditions of our Company.
Risks Related to this Offer
72. Our Company does not have an identifiable promoter in terms of the SEBI ICDR Regulations and the Companies
Act, 2013.
Our Company does not have an identifiable promoter in terms of the SEBI ICDR Regulations and the Companies Act
2013. Accordingly, in terms of Regulation 14(1) of the SEBI ICDR Regulations, there is no requirement of minimum
promoter’s contribution in this Offer and accordingly, none of the Equity Shares will be locked in for a period of eighteen
months pursuant to the Offer. In terms of Regulations 17 of the SEBI ICDR Regulations, the entire pre-Offer equity
share capital will be locked-in for a period of six months from the date of Allotment, other than (a) Equity Shares which
are successfully transferred as part of the Offer for Sale; (b) any Equity Shares allotted to employees, whether currently
an employee or not, pursuant to the Employee Stock Option Plans, prior to the Offer; (c) Equity Shares held by an
employee stock option trust or transferred to the employees (whether currently an employee or not) by an employee
stock option trust pursuant to exercise of options by the employees; and (d) pursuant to the exemption granted by SEBI
under its letter dated July 22, 2024, Equity Shares held by certain employees and former employees of our Company
pursuant to exercise of employee stock options granted under the ESOP Schemes, which were contributed to the
Liquidity Trust, and which were transferred back to such employees and former employees. Following the lock-in period
of six months, the pre-Offer shareholders, may sell their shareholding in our Company, depending on market conditions
and their investment horizon. Further, any perception by investors that such sales might occur could additionally affect
the trading price of the Equity Shares.
73. The Offer Price of our Equity Shares, our price-to-earnings ratio and our enterprise value to EBITDA ratio may not
be indicative of the trading price of our Equity Shares upon listing on the Stock Exchanges subsequent to the Offer
and, as a result, you may lose a significant part or all of your investment.
While our market capitalisation is subject to the determination of the Offer Price, which has been determined by our
Company, in consultation with the BRLMs, through the book building process, enterprise value to EBITDA (defined as
restated loss for the year, adjusted to exclude (i) depreciation and amortisation expenses; (ii) finance costs; and (iii) tax
expense) ratio in the three months ended June 30, 2024 and for Fiscal 2024 is set out below.
Particulars Ratio vis-à-vis Offer Price
(In multiples, unless otherwise specified)
Enterprise value to EBITDA N.A.*
* The EBITDA of our Company for the three months ended June 30, 2024 and for Fiscal 2024 is negative. Hence the Enterprise value to EBITDA
ratio is not ascertainable.
Further, our Offer Price, the multiples and ratio specified above may not be comparable to the market price, market
capitalisation and price-to-earnings ratios of our peers and would be dependent on the various factors included under
“Basis for Offer Price” beginning on page 162. Accordingly, any valuation exercise undertaken for the purposes of the
Offer by our Company, in consultation with the BRLMs, would not be based on a benchmark with our industry peers.
The relevant financial parameters on the basis of which Price Band will be determined, have been disclosed under “Basis
for Offer Price” on page 162 and shall be disclosed in the price band advertisement. For details of comparison with listed
peers, please see “Basis for Offer Price” on page 162.
Prior to this Offer, there has been no public trading market for our Equity Shares. It is possible that, after this Offer, an
active trading market will not develop or continue. Listing and quotation do not guarantee that a market for our Equity
Shares will develop, or if developed, the liquidity of such market for our Equity Shares. If an active trading market does
not develop, you may have difficulty selling any of our Equity Shares that you buy. The determination of the Offer Price
will be based on various factors and assumptions, and will be determined by our Company, in consultation with the
BRLMs through the Book Building Process. This Offer Price is based on certain factors, as described under “Basis for
Offer Price” beginning on page 162 of this Prospectus and may not be indicative of the trading price of our Equity
Shares, upon listing on the Stock Exchanges subsequent to the Offer. The market price of the Equity Shares may be
influenced by many factors, some of which are beyond our control, including:
● the failure of security analysts to cover the Equity Shares after this Issue, or changes in the estimates of our
performance by analysts;
● the activities of competitors and business partners;
● future sales of the Equity Shares by our Company or our shareholders;
● investor perception of us and the industry in which we operate;
● our quarterly or annual earnings or those of our competitors;
66
● developments affecting fiscal or industrial regulations;
● results of operations that vary from the expectations of securities analysts and investors;
● fluctuations in stock market prices and volume;
● the public’s reaction to our press releases and adverse media reports; and
● general economic and stock market conditions.
The trading price of our Equity Shares could be subject to significant fluctuations, and may decline below the Offer
Price. Consequently, you may not be able to sell our Equity Shares at prices equal to or greater than the price you paid
in this offering. In addition, the stock market often experiences price and volume fluctuations that are unrelated or
disproportionate to the operating performance of a particular company. These broad market fluctuations and industry
factors may materially reduce the market price of the Equity Shares, regardless of our Company’s performance. A
decrease in the market price of our Equity Shares could cause you to lose some or all of your investment.
74. We cannot assure payment of dividends on the Equity Shares in the future.
Our Company has not declared dividends on the Equity Shares since incorporation, nor has our Company declared
dividends on our Equity Shares or CCPS during the current Fiscal and the last three Fiscals. While the declaration of
dividends is at the discretion of our Board and subject to Shareholder approval as set out in the section “Dividend Policy”
on page 278, the amount of future dividend payments by our Company, if any, will depend upon our future earnings,
financial condition, cash flows, working capital requirements, capital expenditures, applicable Indian legal restrictions
and other factors. Our Company may decide to retain all of its earnings to finance the development and expansion of its
business and therefore, we may not declare dividends on the Equity Shares. Additionally, we may, in the future, be
restricted by the terms of our loan agreements to make any dividend payments unless otherwise agreed with our lenders.
We cannot assure you that we will be able to pay dividends on the Equity Shares at any point in the future. Further, our
Subsidiaries are separate and distinct legal entities, having no obligation to pay dividends and may be restricted from
doing so by law or contract, including applicable laws, charter provisions and the terms of their financing arrangements.
We cannot assure you that our Subsidiaries will generate sufficient profits and cash flows or otherwise be able to pay
dividends to us in the future.
75. Our Equity Shares have never been publicly traded, and after the Offer, the Equity Shares may experience price and
volume fluctuations and an active trading market for the Equity Shares may not develop. Further, the Offer Price
may not be indicative of the market price of the Equity Shares after the Offer.
Prior to the Offer, there has been no public market for the Equity Shares, and while our Equity Shares are expected to
trade on NSE and BSE after the Offer, an active trading market on the Stock Exchanges may not develop, be sustained
or be liquid after the Offer, or if such trading or liquidity develops, there can be no assurance that it will continue. If an
active trading market does not develop, you may have difficulty selling any of our Equity Shares that you buy. The
determination of the Offer Price will be based on various factors and assumptions and will be determined by our
Company, in consultation with the BRLMs through the Book Building Process and may not be indicative of the market
price of the Equity Shares at the time of commencement of trading of the Equity Shares or at any time thereafter. The
Offer Price will be based on numerous factors, as described in the section “Basis for Offer Price” on page 162. The
market price of the Equity Shares may be subject to significant fluctuations in response to, among other factors,
variations in our operating results, market conditions specific to the industry we operate in, developments relating to
India, volatility in securities markets in jurisdictions other than India, variations in the growth rate of financial indicators,
variations in revenue or earnings estimates by research publications, announcements by us or our competitors of new
products, significant acquisitions, strategic alliances, joint operations or capital commitments, announcements by third
parties or governmental entities of significant claims or proceedings against us, new laws and governmental regulations
or changes in laws and governmental regulations applicable to our industry, including market conditions specific to the
industry we operate in, additions or departures of key management and changes in economic and legal and other
regulatory factors. Consequently, the price of our Equity Shares may be volatile, and you may be unable to resell your
Equity Shares at or above the Offer Price, or at all, and may as a result lose all or a part of your investment.
76. Investors may be subject to Indian taxes arising out of income or capital gains arising on the sale of the Equity Shares.
Under current Indian tax laws and regulations, unless specifically exempted, capital gains arising from the sale of equity
shares in an Indian company are generally taxable in India. Any capital gain exceeding ₹100,000, realised on the sale of
listed equity shares on a recognised stock exchange, held for more than 12 months immediately preceding the date of
transfer, will be subject to long term capital gains in India, at the rate of 12.5% (plus applicable surcharge and cess).
This beneficial rate is, among others, subject to payment of Securities Transaction Tax (“STT”). Further, any gain
realised on the sale of equity shares in an Indian company held for more than 12 months, which are sold using any
platform other than a recognised stock exchange and on which no STT has been paid, will be subject to long term capital
gains tax in India. Further, any capital gains realised on the sale of listed equity shares held for a period of 12 months or
less immediately preceding the date of transfer will be subject to short term capital gains tax in India. Such gains will be
subject to tax at the rate of 20% (plus applicable surcharge and cess), subject to STT being paid at the time of sale of
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such shares. Otherwise, such gains will be taxed at the applicable rates. Capital gains arising from the sale of the Equity
Shares will be exempt from taxation in India in cases where the exemption from taxation in India is provided under a
treaty between India and the country of which the seller is resident. Generally, Indian tax treaties do not limit India’s
ability to impose tax on capital gains. As a result, residents of other countries may be liable for tax in India as well as in
their own jurisdiction on a gain upon the sale of the Equity Shares. Similarly, any business income realised from the
transfer of Equity Shares held as trading assets is taxable at the applicable tax rates subject to any treaty relief, if
applicable, to a non-resident seller.
77. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they purchase in
the Offer, and there could be a failure or delay in listing of Equity Shares on the Indian stock exchanges, all of which
could adversely impact investors ability to participate in the Offer.
The Equity Shares will be listed on the Stock Exchanges. Pursuant to applicable Indian laws, certain actions must be
completed before the Equity Shares can be listed and trading in the Equity Shares may commence. Investors’ book entry,
or ‘demat’ accounts with depository participants in India, are expected to be credited within one working day of the date
on which the Basis of Allotment is approved by the Stock Exchanges. The Allotment of Equity Shares in this Issue and
the credit of such Equity Shares to the applicant’s demat account with depository participant could take approximately
two Working Days from the Bid Closing Date and trading in the Equity Shares upon receipt of final listing and trading
approvals from the Stock Exchanges is expected to commence within three Working Days of the Bid Closing Date.
There could be a failure or delay in listing of the Equity Shares on the Indian Stock Exchanges. Any failure or delay in
obtaining the approval or otherwise commence trading in the Equity Shares would restrict investors’ ability to dispose
of their Equity Shares. There can be no assurance that the Equity Shares will be credited to investors’ demat accounts,
or that trading in the Equity Shares will commence, within the time periods as specified by SEBI. We could also be
required to pay interest at the applicable rates if allotment is not made, refund orders are not dispatched or demat credits
are not made to investors within the prescribed time periods.
78. Qualified Institutional Buyers (“QIBs”) and Non-Institutional Investors were not permitted to withdraw or lower
their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid, and Retail
Individual Investors are not permitted to withdraw their Bids after Bid/ Issue Closing Date.
Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are required to pay the Bid Amount on
submission of the Bid and are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or
the Bid Amount) at any stage after submitting a Bid. Retail Individual Investors and Eligible Employees Bidding in the
Employee Reservation Portion can revise their Bids during the Bid/ Issue Period and withdraw their Bids until Bid/ Issue
Closing Date. While our Company is required to complete all necessary formalities for listing and commencement of
trading of the Equity Shares on all Stock Exchanges where such Equity Shares are proposed to be listed including
Allotment pursuant to the Offer within three Working Days from the Bid/ Issue Closing Date or such other timeline as
may be prescribed under applicable law, events affecting the Bidders’ decision to invest in the Equity Shares, including
material adverse changes in international or national monetary policy, financial, political or economic conditions, any
changes in our business, our results of operation or the financial condition of our Company, which may arise between
the date of submission of the Bid and Allotment. Our Company may complete the Allotment of the Equity Shares even
if such events occur, and such events limit the Bidders’ ability to sell the Equity Shares Allotted pursuant to the Offer
or cause the trading price of the Equity Shares to decline on listing.
79. Investors may have difficulty in enforcing foreign judgments against our Company or our management.
Our Company is a limited liability company incorporated under the laws of India. Except for two directors, all of our
directors and executive officers are citizens of India. A substantial portion of our Company’s assets and the assets of our
Directors and executive officers’ resident in India are located in India. As a result, it may be difficult for investors to
effect service of process upon us or such persons outside India or to enforce judgments obtained against our Company
or such parties outside India.
India is not a party to any international treaty in relation to the recognition or enforcement of foreign judgments. The
United Kingdom, Singapore, United Arab Emirates, and Hong Kong have been declared by the GoI to be reciprocating
territories for purposes of Section 44A of the Civil Code. Section 44A of the Civil Code provides that where a foreign
judgement has been rendered by a superior court, within the meaning of such section, in any country or territory outside
of India which the GoI has by notification declared to be in a reciprocating territory, it may be enforced in India by
proceedings in execution as if the judgement had been rendered by the relevant court in India. However, Section 44A of
the Civil Code is applicable only to monetary decrees not being of the same nature as amounts payable in respect of
taxes, other charges of a like nature or of a fine or other penalties. A judgement of a court of a country which is not a
reciprocating territory may be enforced in India only by a suit on the judgement under Section 13 of the Civil Code, and
not by proceedings in execution. Under the Civil Code, a court in India shall, on the production of any document
purporting to be a certified copy of a foreign judgement, presume that the judgement was pronounced by a court of
competent jurisdiction, unless the contrary appears on record. However, under the Civil Code, such presumption may
68
be displaced by proving that the court did not have jurisdiction. The Civil Code only permits the enforcement of monetary
decrees, not being in the nature of any amounts payable in respect of taxes, other charges, fines or penalties.
Judgments or decrees from jurisdictions which do not have reciprocal recognition with India cannot be enforced by
proceedings in execution in India. The United States and India do not currently have a treaty providing for reciprocal
recognition and enforcement of judgments in civil and commercial matters. A final judgement for the payment of money
rendered by any court in a non-reciprocating territory for civil liability, whether or not predicated solely upon the general
laws of the non-reciprocating territory, would not be enforceable in India. Even if an investor obtained a judgement in
such a jurisdiction against us, our officers or directors, it may be required to institute a new proceeding in India and
obtain a decree from an Indian court. Any such suit must be brought in India within three years from the date of the
judgement in the same manner as any other suit filed to enforce a civil liability in India.
However, the party in whose favour such final judgement is rendered may bring a new suit in a competent court in India
based on a final judgement that has been obtained in the United States or other such jurisdiction within three years of
obtaining such final judgement. It is unlikely that an Indian court would award damages on the same basis as a foreign
court if an action is brought in India. Moreover, it is unlikely that an Indian court would award damages to the extent
awarded in a final judgement rendered outside India if it believes that the amount of damages awarded were excessive
or inconsistent with public policy or Indian law. In addition, any person seeking to enforce a foreign judgement in India
is required to obtain the prior approval of the RBI under the FEMA to execute such a judgement or to repatriate any
amount recovered.
80. Holders of Equity Shares could be restricted in their ability to exercise pre-emptive rights under Indian law and could
thereby suffer future dilution of their ownership position.
Under the Companies Act, a company having share capital and incorporated in India is required to offer holders of its
equity shares pre-emptive rights to subscribe and pay for a proportionate number of equity shares to maintain their
existing ownership percentages prior to the issuance of any new equity shares, unless the pre-emptive rights have been
waived by the adoption of a special resolution by holders of three-fourths of the equity shares who have voted on such
resolutions. However, if the laws of the jurisdiction that you are in, does not permit the exercise of such pre-emptive
rights without us filing an offering document or registration statement with the applicable authority in such jurisdiction,
you will be unable to exercise such pre-emptive rights unless we make such a filing. We may elect not to file a registration
statement in relation to pre-emptive rights otherwise available by Indian law to you. To the extent that you are unable to
exercise pre-emptive rights granted in respect of the Equity Shares, you may suffer future dilution of your ownership
position and your proportional interests in us would be reduced.
81. Fluctuation in the exchange rate of the Rupee and other currencies could have an adverse effect on the value of
our Equity Shares, independent of our operating results.
Subject to requisite approvals, on listing, our Equity Shares will be quoted in Rupees on the Stock Exchanges. Any
dividends, if declared, in respect of our Equity Shares will be paid in Rupees and subsequently converted into the relevant
foreign currency for repatriation, if required. Any adverse movement in exchange rates during the time that it takes to
undertake such conversion may reduce the net dividend to such investors. In addition, any adverse movement in
exchange rates during a delay in repatriating the proceeds from a sale of Equity Shares outside India, for example,
because of a delay in regulatory approvals that may be required for the sale of Equity Shares, may reduce the net proceeds
received by shareholders. The exchange rate of the Rupee has changed substantially in the last two decades and could
fluctuate substantially in the future, which may have a material adverse effect on the value of the Equity Shares and
returns from the Equity Shares, independent of our operating results.
82. Any future issuance of Equity Shares or convertible securities or other equity linked securities by our Company may
dilute your shareholding and sales of the Equity Shares by our major shareholders may adversely affect the trading
price of the Equity Shares.
Any future issuance of the Equity Shares, convertible securities or securities linked to the Equity Shares by our Company,
including issuance of Equity Shares to employees or former employees upon exercise of vested options held by them
under the ESOP Schemes, may dilute your shareholding. Any such future issuance of Equity Shares or future sales of
the Equity Shares by any of our significant shareholders may also adversely affect the trading price of the Equity Shares
and impact our ability to raise funds through an offering of our securities or by incurring debt. Any perception by
investors that such issuances or sales might occur could also affect the trading price of the Equity Shares. Additionally,
the disposal, pledge or encumbrance of the Equity Shares by any of our significant shareholders, or the perception that
such transactions may occur, may affect the trading price of the Equity Shares. There can be no assurance that we will
not issue further Equity Shares or that our existing Shareholders will not dispose of further Equity Shares after the
completion of the Offer (subject to compliance with the lock-in provisions under applicable law) or pledge or encumber
their Equity Shares. Any future issuances could also dilute the value of shareholder’s investment in the Equity Shares
and adversely affect the trading price of our Equity Shares. Such securities may also be issued at prices below the Offer
Price. We may also issue convertible debt securities to finance our future growth or fund our business activities. In
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addition, any perception by investors that such issuances or sales might occur may also affect the market price of our
Equity Shares.
83. There is no guarantee that our Equity Shares will be listed on the BSE and NSE in a timely manner or at all.
In accordance with Indian law and practice, permission for listing and trading of our Equity Shares will not be granted
until after certain actions have been completed in relation to this Offer and until Allotment of Equity Shares pursuant to
this Offer. In accordance with current regulations and circulars issued by SEBI, our Equity Shares are required to be
listed on the BSE and NSE within such time as mandated under UPI Circulars, subject to any change in the prescribed
timeline in this regard. However, we cannot assure you that the trading in our Equity Shares will commence in a timely
manner or at all. Any failure or delay in obtaining final listing and trading approvals may restrict your ability to dispose
of your Equity Shares.
84. A third party could be prevented from acquiring control of our Company because of anti-takeover provisions under
Indian law.
There are provisions in Indian law that may delay, deter, or prevent a future takeover or change in control of our
Company, even if a change in control would result in the purchase of your Equity Shares at a premium to the market
price or would otherwise be beneficial to you. Such provisions may discourage or prevent certain types of transactions
involving actual or threatened change in control of our Company. Under the Takeover Regulations, an acquirer has been
defined as any person who, directly or indirectly, acquires or agrees to acquire shares or voting rights or control over a
company, whether individually or acting in concert with others. Although these provisions have been formulated to
ensure that interests of investors/shareholders are protected, these provisions may also discourage a third party from
attempting to take control of our Company. Consequently, even if a potential takeover of our Company would result in
the purchase of the Equity Shares at a premium to their market price or would otherwise be beneficial to its stakeholders,
it is possible that such a takeover would not be attempted or consummated because of the SEBI Takeover Regulations.
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SECTION III: INTRODUCTION
THE OFFER
The following table sets forth the details of the Offer:
The Offer(6) 290,494,914* Equity Shares, aggregating to ₹113,274.27 million*^
consists of:
Fresh Issue(1) 115,407,051* Equity Shares, aggregating to ₹44,990.00 million*^
Offer for Sale(2)(7) 175,087,863* Equity Shares aggregating to ₹68,284.27 million
The Offer consists of:
Employee Reservation Portion(8) 750,000* Equity Shares, aggregating to ₹273.75 million*^
The Net Offer 289,744,914* Equity Shares, aggregating to ₹113,000.52 million*^
The Net Offer consists of:
QIB Portion(3)(4) Not less than 217,308,686* Equity Shares aggregating to ₹84,750.39
million*^
of which:
- Anchor Investor Portion 130,385,211* Equity Shares
- Net QIB Portion 86,923,475* Equity Shares
of which:
- Mutual Fund Portion 4,346,174* Equity Shares
- Balance for all QIBs including Mutual Funds 82,577,301* Equity Shares
Non-Institutional Portion(5) Not more than 43,461,737* Equity Shares aggregating to ₹16,950.08
million*^
of which:
One-third of the Non-Institutional Portion available for allocation to 14,487,245* Equity Shares
Bidders with an application size of more than ₹200,000 and up to
₹1,000,000
Two-third of the Non-Institutional Portion available for allocation to 28,974,492* Equity Shares
Bidders with an application size of more than ₹1,000,000
Retail Portion Not more than 28,974,491* Equity Shares aggregating to ₹11,300.05
million*^
Pre and post-Offer Equity Shares
Equity Shares outstanding prior to the Offer (as on the date of this 2,123,066,748* Equity Shares
Prospectus)
Equity Shares outstanding after the Offer 2,238,473,799* Equity Shares
Use of Net Proceeds of the Offer See “Objects of the Offer” beginning on page 142 for information
about the use of the Net Proceeds. Our Company will not receive any
proceeds from the Offer for Sale.
* Subject to finalisation of Basis of Allotment.
^ An Employee Discount of ₹25 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
(1) The Offer has been authorised by our Board pursuant to the resolution passed at their meeting dated April 18, 2024, and August 21, 2024 and by our
Shareholders pursuant to the special resolution passed at their extraordinary general meeting dated April 23, 2024, and October 3, 2024. Our Board
has taken on record the consent of each of the Selling Shareholders to severally and not jointly participate in the Offer for Sale pursuant to its resolutions
dated April 25, 2024, September 24, 2024 and October 28, 2024.
(2) Each of the Selling Shareholders has, severally and not jointly, specifically authorised its respective participation in the Offer for Sale to the extent of
its respective portion of the Offered Shares as set out below:
S. Selling Shareholder Number of Offered Shares Aggregate proceeds Date of consent Date of Percentage of
No. from the Offered letter corporate action pre-Offer Equity
Shares / board Share capital
resolution / shareholding on
authorisation a fully diluted
letter basis
Corporate Selling Shareholders
1. Accel India IV (Mauritius) 10,572,706 Equity Shares ₹4,123.36 million April 25, 2024, April 8, 2024 4.71
Limited September 24, read with
2024, October 25, September 10,
2024 and 2024
November 8, 2024
2. Alpha Wave Ventures, LP 5,573,473 Equity Shares ₹2,173.65 million April 25, 2024, April 23, 2024 0.85
September 24,
2024, October 27,
2024 and
November 8, 2024
3. Apoletto Asia Ltd 1,696,504 Equity Shares ₹661.64 million April 25, 2024, April 24, 2024 0.50
September 24,
2024, October 25,
71
S. Selling Shareholder Number of Offered Shares Aggregate proceeds Date of consent Date of Percentage of
No. from the Offered letter corporate action pre-Offer Equity
Shares / board Share capital
resolution / shareholding on
authorisation a fully diluted
letter basis
2024 and
November 8, 2024
4. Baron Emerging Markets 1,241,816 Equity Shares ₹484.31 million April 25, 2024 April 25, 2024 0.71
Fund
5. Coatue PE Asia XI LLC 3,885,413 Equity Shares ₹1,515.31 million April 25, 2024, April 15, 2024 1.89
September 24,
2024, October 27,
2024 and
November 8, 2024
6. DST Asia VI 1,031,116 Equity Shares ₹402.14 million April 25, 2024, April 24, 2024 0.30
September 24,
2024, October 25,
2024 and
November 8, 2024
7. DST EuroAsia V B.V. 5,621,668 Equity Shares ₹2,192.45 million April 25, 2024, April 22, 2024 1.65
September 24,
2024, October 27,
2024 and
November 8, 2024
8. Elevation Capital V Limited 7,396,253 Equity Shares ₹2,884.54 million April 25, 2024, March 7, 2024
September 24,
2024, October 25, 3.10
2024 and
November 8, 2024
9. Goldman Sachs Asia 134,868 Equity Shares ₹52.60 million April 25, 2024, April 15, 2024
Strategic Pte. Ltd. September 24, and April 25,
2024, October 27, 2024 0.08
2024 and
November 8, 2024
10. Harmony Partners 626,729 Equity Shares ₹244.42 million April 25, 2024, April 18, 2024
(Mauritius) Ltd. September 24,
2024, October 25, 0.36
2024 and
November 8, 2024
11. HH BTPL Holdings II Pte. 2,021,171 Equity Shares ₹788.26 million April 25, 2024, April 10, 2024
Ltd. September 24,
2024, October 27, 1.16
2024 and
November 8, 2024
12. Inspired Elite Investments 6,747,246 Equity Shares ₹2,631.43 million April 25, 2024, October 21, 2024
Limited September 24,
2024, October 27, 1.46
2024 and
November 8, 2024
13. Lynks Shareholders' Trust 138,975 Equity Shares ₹54.20 million April 25, 2024, March 18, 2024
August 19, 2024,
October 27, 2024 0.08
and November 8,
2024
14. MIH India Food Holdings 109,096,540 Equity Shares ₹42,547.65 million April 25, 2024, April 24, 2024
B.V. and October 28, 30.92
2024
15. Norwest Venture Partners 6,406,307 Equity Shares ₹2,498.46 million April 25, 2024, April 18, 2024
VII-A-Mauritius September 24,
2024, October 25, 3.16
2024 and
November 8, 2024
16. Tencent Cloud Europe B.V. 6,327,243 Equity Shares ₹2,467.62 million April 25, 2024, March 7, 2024
September 24,
2024, October 27, 3.64
2024 and
November 8, 2024
17. Times Internet Limited 1,123,320 Equity Shares ₹438.09 million April 25, 2024, March 14, 2024
September 24,
2024, October 27, 0.27
2024 and
November 8, 2024
18. West Street Global Growth 698,477 Equity Shares ₹272.41 million April 25, 2024, April 15, 2024
Partners (Singapore) Pte. September 24, and April 25,
Ltd. 2024, October 27, 2024 0.40
2024 and
November 8, 2024
19. West Street Global Growth 65,196 Equity Shares ₹25.43 million April 25, 2024, April 15, 2024 0.04
72
S. Selling Shareholder Number of Offered Shares Aggregate proceeds Date of consent Date of Percentage of
No. from the Offered letter corporate action pre-Offer Equity
Shares / board Share capital
resolution / shareholding on
authorisation a fully diluted
letter basis
Partners Emp (Singapore) September 24, and April 25,
Pte. Ltd. 2024, October 27, 2024
2024 and
November 8, 2024
Individual Selling Shareholders
20. Lakshmi Nandan Reddy 1,745,746 Equity Shares ₹680.84 million April 25, 2024 Not applicable 1.75
Obul
21. Rahul Jaimini 1,163,830 Equity Shares ₹453.89 million April 25, 2024 Not applicable 1.14
September 24,
2024, October 27,
2024 and
November 8, 2024
22. Samina Hamied 27,520 Equity Shares ₹10.73 million April 25, 2024 Not applicable 0.02
23. Sriharsha Majety 1,745,746 Equity Shares ₹680.84 million April 25, 2024 Not applicable 5.36@
@
In addition, Ananda Investments, a partnership firm in which Sriharsha Majety is a partner, holds 19,279,695 Equity Shares, amounting to 0.86% of
the pre-Offer Equity Share capital of the Company. The pre-Offer Equity Share capital of Ananda Investments has been calculated on the basis of
number of Equity Shares held divided by total Equity Shares and such number of Equity Shares arising on account of exercise of all outstanding options
that are vested under the ESOP Schemes.
(3) Our Company and Selling Shareholders, in consultation with the BRLMs, allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis
in accordance with the SEBI ICDR Regulations. The QIB Portion was accordingly reduced for the shares allocated to Anchor Investors. One-third of
the Anchor Investor Portion was reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the
Anchor Investor Allocation Price. In the event of under-subscription in the Anchor Investor Portion, the remaining Equity Shares shall be added back
to the Net QIB Portion. Further, 5% of the QIB Portion (excluding the Anchor Investor Portion) was made available for allocation on a proportionate
basis to Mutual Funds only, and the remainder of the QIB Portion was made available for allocation on a proportionate basis to all QIB Bidders (other
than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand
from Mutual Funds is less than as specified above, the balance Equity Shares available for Allotment in the Mutual Fund Portion will be added to the
QIB Portion and allocated proportionately to the QIB Bidders (other than Anchor Investors) in proportion to their Bids. For details, see “Offer
Procedure” beginning on page 445.
(4) Subject to valid Bids having been received at or above the Offer Price, under-subscription, if any, in the Non-Institutional Portion or the Retail Portion,
would be allowed to be met with spill over from any other category or combination of categories at the discretion of our Company and Selling
Shareholders, in consultation with the BRLMs and the Designated Stock Exchange. Under-subscription, if any, in the Net QIB Portion would not be
allowed to be met with spill-over from other categories or a combination of categories.
(5) The Equity Shares available for allocation to NIBs under the Non-Institutional Portion, was subject to the following, and in accordance with the SEBI
ICDR Regulations: (i) one-third of the portion available to NIBs was reserved for Bidders with an application size of more than ₹200,000 and up to
₹1,000,000, and (ii) two-third of the portion available to NIBs was reserved for Bidders with application size of more than ₹1,000,000, provided that
the unsubscribed portion in either of the aforementioned sub-categories may be allocated to applicants in the other sub-category of NIBs.
(6) If (i) subscription level falls below the aforesaid minimum subscription after the Bid/ Offer Closing Date due to withdrawal of Bids, or after technical
rejections, or any other reason; (ii) in case of devolvement of Underwriting, aforesaid minimum subscription is not received within such period as
prescribed under applicable law; (iii) if the listing or trading permission is not obtained from the Stock Exchanges for the Equity Shares in the Offer;
or (iv) in case of failure to reduce the post-Offer shareholding of MIH to not more than 24.9% on a fully diluted basis, each of the Selling Shareholders,
to the extent of its portion of the Offered Shares and our Company shall forthwith refund the entire subscription amount in accordance with applicable
law.
(7) In the event of under-subscription in the Offer, the Equity Shares will be allocated for Allotment in the following order:
a) such number of Equity Shares will first be Allotted by our Company such that 90% of the Fresh Issue portion is subscribed;
b) upon (a), such number of Equity Shares offered by MIH, such that it would result in the post-Offer shareholding of MIH to be not more than
24.9% on a fully diluted basis;
c) once the Equity Shares have been Allotted as per (a) and (b) above, the Allotment shall be undertaken on the basis of Equity Shares offered
by each of the Selling Shareholders, except for the Offered Shares of MIH under (b) above, in the same proportion as such Offered Shares;
and
d) Upon Allotment pursuant to (a), (b) and (c), the Equity Shares remaining, if any, will be Allotted towards balance portion of the Fresh Issue.
(8) The Employee Reservation Portion did not exceed 5% of our post-Offer paid-up Equity Share capital. In the event of under subscription in the
Employee Reservation Portion, the unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible Employees
who have Bid in excess of ₹ 0.20 million (net of Employee Discount), subject to the maximum value of Allotment made to such Eligible Employees not
exceeding ₹ 0.50 million (net of Employee Discount). The unsubscribed portion, if any, in the Employee Reservation Portion (after allocation of up to
₹ 0.50 million, net of Employee Discount), shall be added to the Net Offer. Our Company, in consultation with the BRLMs, offered a discount of ₹25
on the Offer Price to Eligible Employees bidding in the Employee Reservation Portion which was announced two Working Days prior to the Bid/Offer
Opening Date. For further details, see “Offer Procedure” and “Offer Structure” on pages 445 and 441 respectively.
Pursuant to Rule 19(2)(b) of the SCRR, the Offer is being made for at least 10% of the post- Offer paid-up Equity Share capital of our
Company. Allocation to all categories, except the Anchor Investor Portion, Non-Institutional Portion and the Retail Portion, shall be made on
a proportionate basis subject to valid Bids being received at or above the Offer Price, as applicable. The allocation to each RIB and NIB shall
not be less than the minimum Bid Lot, subject to availability of Equity Shares in the Retail Portion and the Non-Institutional Portion,
respectively, and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis in accordance with the conditions
specified in the SEBI ICDR Regulations. Allocation to Anchor Investors shall be on a discretionary basis in accordance with the SEBI ICDR
Regulations. For further details, see “Offer Procedure” and “Terms of the Offer” beginning on pages 445 and 435, respectively.
73
SUMMARY OF FINANCIAL INFORMATION
The following tables provide the summary of financial information of our Company derived from the Restated Consolidated
Financial Information as at and for the three months ended June 30, 2024 and June 30, 2023 and for the Financial Years ended
March 31, 2024, March 31, 2023 and March 31, 2022.
The Restated Consolidated Financial Information referred to above are presented under “Restated Consolidated Financial
Information” beginning on page 279. The summary of financial information presented below should be read in conjunction
with the “Restated Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” beginning on pages 279 and 359, respectively.
74
SUMMARY OF RESTATED CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
(in ₹ millions, unless otherwise stated)
As at June 30, 2024 As at June 30, 2023 As at March 31, 2024 As at March 31, 2023 As at March 31,2022
Assets
Non-current assets
Property, plant and equipment 4,678.60 3,556.03 4,527.85 3,137.49 3,115.80
Right-of-use assets 5,926.97 5,670.29 5,877.99 5,458.25 4,622.14
Goodwill 6,964.67 3,257.74 6,964.67 3,257.74 109.15
Other intangible assets 2,912.61 3,065.78 3,043.11 3,197.38 162.73
Investment in associates 602.68 664.72 603.58 669.72 -
Financial assets
Investments 16,829.89 13,121.95 13,822.84 16,164.02 12,800.19
Other financial assets 962.22 1,099.26 948.89 805.45 573.01
Income tax assets 1,740.69 1,774.32 1603.01 1,574.51 1,091.68
Other assets 570.83 260.48 535.99 314.92 246.36
Total non-current assets 41,189.16 32,470.57 37,927.93 34,579.48 22,721.06
Current assets
Inventories 562.98 109.03 486.90 106.41 177.40
Financial assets
Investments 29,183.16 46,929.47 37,284.70 48,571.52 90,679.83
Trade receivables 11,895.90 9,501.66 9,638.50 10,623.49 11,119.32
Cash and cash equivalents 8,364.92 12,202.59 8,870.51 8,325.21 10,961.31
Bank balances other than cash and cash equivalents 30.06 14.08 38.00 313.97 77.42
Other financial assets 9,069.61 7,347.05 8,268.00 6,518.66 3,198.51
Other assets 3,116.63 3,294.20 2,779.67 3,767.71 5,122.51
Total current assets 62,223.26 79,398.08 67,366.28 78,226.97 121,336.30
Total Assets 103,412.42 111,868.65 105,294.21 112,806.45 144,057.36
Equity and liabilities
Equity
Equity share capital 38.09 26.57 30.06 26.57 8.56
Instruments entirely equity in nature 150,907.63 155,625.42 155,732.64 155,625.42 155,625.42
Other equity (76,495.80) (69,046.02) (77,848.09) (65,085.87) (32,964.86)
75
As at June 30, 2024 As at June 30, 2023 As at March 31, 2024 As at March 31, 2023 As at March 31,2022
Total equity 74,449.92 86,605.97 77,914.61 90,566.12 122,669.12
Non-current liabilities
Financial liabilities
Borrowings 1,546.08 - 959.77 - -
Lease liabilities 4,708.83 4,773.39 4,670.59 4,445.77 4,086.67
Other financial liabilities 37.78 373.94 - 374.37 185.90
Contract Liabilities 287.73 - 290.12 - -
Provisions 403.44 387.64 391.10 384.94 277.20
Total non-current liabilities 6,983.86 5,534.97 6,311.58 5,205.08 4,549.77
Current liabilities
Financial liabilities
Borrowings 1,020.03 - 1,152.09 - -
Lease liabilities 1,847.34 1,484.76 1,859.45 1,550.23 995.43
Trade payables 9,894.68 8,799.45 8,808.98 8,731.74 9,561.42
Other financial liabilities 6,327.27 7,004.95 6,394.16 3,916.56 3,826.63
Contract Liabilities 161.78 283.64 209.35 350.41 226.86
Other liabilities 1,894.07 1,332.69 1,856.74 1,666.94 1,622.20
Provisions 833.47 822.22 787.25 819.37 605.93
Total current liabilities 21,978.64 19,727.71 21,068.02 17,035.25 16,838.47
Total liabilities 28,962.50 25,262.68 27,379.60 22,240.33 21,388.24
Total equity and liabilities 103,412.42 111,868.65 105,294.21 112,806.45 144,057.36
76
SUMMARY OF RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS
(in ₹ millions, unless otherwise stated)
For the three months For the three months For Fiscal 2024 For Fiscal 2023 For Fiscal 2022
ended June 30, 2024 ended June 30, 2023
Income
Revenue from operations 32,222.17 23,898.18 112,473.90 82,645.96 57,048.97
Other income 878.94 1,198.32 3,869.59 4,498.57 4,148.80
Total income 33,101.11 25,096.50 116,343.49 87,144.53 61,197.77
Expenses
Cost of materials consumed 77.69 143.63 610.83 719.99 510.54
Purchases of stock-in-trade 11,951.48 8,970.16 45,547.50 33,019.51 22,245.40
Changes in inventories of stock-in-trade (75.50) (13.30) (116.34) 69.23 (75.46)
Employee benefits expense 5,891.85 4,857.80 20,121.64 21,298.20 17,084.90
Finance costs 198.26 174.00 714.03 581.92 483.76
Depreciation and amortisation expense 1,216.72 912.98 4,205.85 2,857.86 1,700.90
Other Expenses
Advertising and sales promotion 4,453. 73 4,871.35 18,507.99 25,011.60 20,050.73
Delivery and related charges 10,460.45 7,490.01 33,510.59 28,349.44 20,688.13
Others 4,904.90 3,319.01 16,371.75 16,936.24 13,055.63
Total expenses 39,079.58 30,725.64 139,473.84 128,843.99 95,744.53
Loss before share of loss of an associate, exceptional items and (5,978.47) (5,629.14) (23,130.35) (41,699.46) (34,546.76)
tax
Share in net loss of an associate (0.90) (5.00) (66.14) (1.03) (10.16)
Loss before exceptional items and tax (5,979.37) (5,634.14) (23,196.49) (41,700.49) (34,556.92)
Exceptional items (130.70) (6.70) (305.94) (92.56) (1,732.04)
Loss before tax (6,110.07) (5,640.84) (23,502.43) (41,793.05) (36,288.96)
Tax expense - - - - -
Current tax - - - - -
Deferred tax - - - - -
Total tax expense - - - - -
Loss for the period/year (6,110.07) (5,640.84) (23,502.43) (41,793.05) (36,288.96)
Other comprehensive income (‘OCI’) net of tax
Items that will not be reclassified subsequently to profit or loss:
77
For the three months For the three months For Fiscal 2024 For Fiscal 2023 For Fiscal 2022
ended June 30, 2024 ended June 30, 2023
- Changes in fair value of equity instruments carried at fair 54.58 - 931.68 (95.86) -
value through other comprehensive income (“FVTOCI”)
- Re-measurement gain/ (loss) on defined benefit plans (2.34) 12.57 11.25 (32.82) (23.32)
Other comprehensive income/(loss) for the period/year 52.24 12.57 942.93 (128.68) (23.32)
Total comprehensive loss for the period/year, net of tax (6,057.83) (5,628.27) (22,559.50) (41,921.73) (36,312.28)
78
SUMMARY OF RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS
(in ₹ million, unless otherwise stated)
For the three For the three For Fiscal 2024 For Fiscal 2023 For Fiscal 2022
months ended June months ended June
30, 2024 30, 2023
Cash flow from operating activities
Loss before tax (6,110.07) (5,640.84) (23,502.43) (41,793.05) (36,288.96)
Adjustments to reconcile the loss before tax to net cash flows:
Depreciation and amortisation expense 1,216.72 912.98 4,205.85 2,857.86 1,700.90
Income on investments carried at fair value through profit or loss (514.57) (758.87) (2,401.47) (2,114.43) (2,547.91)
Interest income on security deposits carried at amortised cost (16.29) (15.79) (64.22) (55.42) (37.78)
Interest expense on financial liabilities carried at amortised cost - - 35.62 3.01 -
Gain on termination of leases (76.23) (6.33) (73.25) (167.74) (246.34)
Impairment on property, plant and equipment 47.67 6.70 127.70 92.56 105.19
Impairment on goodwill and other intangible assets - - 178.24 - 1,566.30
Write-down of inventories to net realisable value - - - - 60.55
Share based payment expense 2,593.14 1,397.46 5.962.62 3,373.52 4,858.15
Loss on disposal/write off of property, plant and equipment 2.07 21.73 152.45 28.45 24.34
Advances / deposits / receivables written off - - - 7.05 12.63
Allowances for doubtful debts and receivables 104.52 73.71 635.89 333.96 104.32
Allowances for doubtful advances 2.68 121.52 172.74 - -
Expenses incurred towards proposed Initial Public Offering 83.03 - - - -
Interest on borrowings 40.80 - 76.67 - 24.80
Interest on lease liabilities 148.70 165.37 601.74 561.88 443.96
Interest income (237.51) (333.04) (1,145.41) (1,213.67) (627.78)
Share of loss of associate (0.90) (5.00) 66.14 1.03 10.16
Provision/ liability no longer required written back (32.54) (82.57) (118.85) (311.70) (27.29)
Interest on income tax refund - - (63.51) (80.67) (18.22)
Profit on sale of investment in associate - - - - (654.60)
Profit on sale of business undertaking - - - (533.67) -
Operating cash flow before working capital adjustments (2,748.78) (4,142.97) (15,153.48) (39,011.03) (31,537.58)
Movements in working capital:
(Increase) / decrease in inventories (76.08) (2.62) (126.19) 71.08 (77.03)
(Increase) / decrease in trade receivables (2,361.92) 1,048.12 565.00 410.60 (9,566.90)
(Increase) in other financial assets (541.34) (2,008.42) (2,062.64) (3,112.31) (2,158.69)
(Increase) / decrease in other assets (397.60) 387.48 1,026.40 1,285.91 (3,342.66)
Increase / (decrease) in trade payable 1,118.24 150.28 67.68 (662.76) 6,078.19
Increase / (decrease) in financial liabilities (64.70) 3,412.61 2,238.69 516.42 1,205.51
Increase / (decrease) in other liabilities 37.33 (334.25) 184.56 45.48 570.55
79
For the three For the three For Fiscal 2024 For Fiscal 2023 For Fiscal 2022
months ended June months ended June
30, 2024 30, 2023
Increase / (decrease) in contract liabilities (49.96) (66.36) 149.06 39.34 178.30
Increase / (decrease) in provisions 56.22 18.12 (54.43) 267.51 236.80
Cash used in operating activities (5,028.59) (1,538.01) (13,165.35) (40,149.76) (38,413.51)
Income tax paid (net of refund) (137.68) (199.81) 38.00 (449.33) (590.36)
Net cash used in operating activities (A) (5,166.27) (1,737.82) (13,127.35) (40,599.09) (39,003.87)
Cash flows from investing activities
Purchase of investments (22,302.69) (15,367.08) (82,721.27) (97,678.69) (210,735.66)
Proceeds from sale/ maturity of investments 27,781.47 21,723.52 100,122.19 1,38,437.43 1,18,881.46
Purchase of property, plant and equipment and other intangible assets (699.21) (862.95) (3,517.14) (1,682.99) (2,913.48)
Proceeds from disposal of property, plant and equipment and other intangible assets 9.25 39.01 77.02 110.13 639.19
Investment in bank deposits, net (204.91) 299.89 275.97 (235.33) 1,722.56
Interest received 375.09 308.75 761.85 727.92 204.74
Payments towards purchase of undertaking on slump sale - - - - (220.74)
Investment in an associate company - - - - (16.32)
Proceeds from sale of an associate company - - - - 836.85
Acquisition of subsidiary (consideration paid in cash) - - (18.42) - -
Inter-corporate loan given - - (395.62) - -
Net cash flow from/ (used in) investing activities (B) 4,959.00 6,141.14 14,584.58 39,678.47 (91,601.40)
Cash flows from financing activities
Proceeds from issue of equity shares - - - - 2.62
Proceeds from issue of instruments entirely equity in nature - - - - 1,39,055.63
Payment of principal portion of lease liabilities (480.03) (360.57) (1,636.46) (1,450.49) (617.14)
Payment of interest portion of lease liabilities (148.70) (165.37) (601.74) (264.99) (443.96)
Share issue expenses - - - - (709.05)
Transaction costs related to proposed Initial Public Offering (83.03)
Proceeds from borrowings 1,249.89 - 3,976.97 - -
Repayment of borrowings (596.35) - (2,900.82) - (918.02)
Interest paid (60.68) - (65.90) - (28.60)
Net cash flow from/ (used in) financing activities (C) (118.90) (525.94) (1,227.95) (1,715.48) 136,341.48
Net increase in cash and cash equivalents (A+B+C) (326.17) 3,877.38 229.28 (2,636.10) 5,736.21
Cash and cash equivalents acquired through business combination - - 136.60 - -
Cash and cash equivalents at the beginning of the period/year 8,691.09 8,325.21 8,325.21 10,961.31 5,225.10
80
For the three For the three For Fiscal 2024 For Fiscal 2023 For Fiscal 2022
months ended June months ended June
30, 2024 30, 2023
Cash and cash equivalents at end of the period/ year 8,364.92 12,202.59 8,691.09 8,325.21 10,961.31
Components of Cash and Cash Equivalents
Cash in hand 19.01 - 22.70 - -
Cheques in hand 79.54 - 87.46 - -
Balances with banks
- in current accounts 7,766.21 12,202.59 7,059.18 8,325.21 6,961.30
- In deposit account (with original maturity of 3 months or less) 500.16 - 1701.17 - 4,000.01
- restricted cash held in separate account - - - - -
Bank overdraft repayable on demand - - (179.42) - -
Total Cash and cash equivalents 8,364.92 12,202.59 8,691.09 8,325.21 10,961.31
81
GENERAL INFORMATION
Registered and Corporate Office
Swiggy Limited
No. 55, Sy No. 8-14
Ground Floor, I&J Block, Embassy Tech Village
Outer Ring Road, Devarbisanahalli
Bengaluru 560 103
Karnataka, India
Corporate Identity Number: U74110KA2013PLC096530
Registration Number: 096530
For details of our incorporation, changes to the name of our Company and changes in the registered office address of our
Company, see “History and Certain Corporate Matters” beginning on page 239.
Address of the RoC
Our Company is registered with the RoC, situated at the following address:
Registrar of Companies, Karnataka at Bengaluru
‘E’ Wing, 2nd Floor
Kendriya Sadana, Koramangala
Bengaluru 560 034
Karnataka, India
Board of Directors of our Company
Details regarding our Board as on the date of this Prospectus are set forth below:
Name Designation DIN Address
Anand Kripalu Chairman and Independent 00118324 A-1703, Vivarea, Sane Guruji Marg, Jacob Circle,
Director Mahalaxmi, Mumbai, Maharashtra, India – 400011
Sriharsha Majety Managing Director and Group 06680073 DO. No. 11-25-15, K.T. Road, Kotha Peta, One Town,
Chief Executive Officer Vijaywada (Urban), Vijaywada, Krishna, Andhra
Pradesh, India – 520 001
Lakshmi Nandan Reddy Obul Whole-time Director - Head 06686145 401, Estella, White Field Road, Kondapur, K.V.
of Innovation Rangareddy, Telangana – 500 084, India
Shailesh Vishnubhai Haribhakti Independent Director 00007347 10-11 Sahil Apartment, 14 Altamount Road, Aiiravat
Coop Housing Society Limited, Cumabala Hill, Mumbai,
Maharashtra, India – 400 026
Sahil Barua Independent Director 05131571 Survey No. 390-98, A B C, Taluka Bardez, Anjuna, North
Goa, Goa, India – 403 509
Suparna Mitra Independent Director 07135817 G-02 Brigade Jacaranda, 14th Main, HAL 2nd Stage,
Bangalore North, Bengaluru – 560008, Karnataka, India
Anand Daniel Nominee Director (Non- 03441515 #320, Rainbow Residency, Sarjapura Road, Junnasandra,
Executive)# Bengaluru-560035, Karnataka, India
Ashutosh Sharma Nominee Director (Non- 07825610 #9173 Prestige Shantiniketan, Opp Big Bazar Whitefield,
Executive)** Bangalore North, Karnataka, India – 560 066
Sumer Juneja Nominee Director (Non- 08343545 5th Foor, Khatau Bungalow, 6 Manav Mandir Road, Near
Executive)* Jain Mandir, Malabar Hill, Mumbai, Maharashtra, India
– 400 006
Roger Clark Rabalais Nominee Director (Non- 07304038 Handelstraat 3 1077 DK Amsterdam, Hollland,
Executive)** Netherlands
* Nominee of SoftBank.
#
Nominee of Accel Entities.
**
Nominee of MIH.
For further details of our Board of Directors, see “Our Management” beginning on page 257.
Company Secretary and Compliance Officer
M. Sridhar is our Company Secretary and Compliance Officer. His contact details are as set forth below:
82
M. Sridhar
No. 55, Sy No. 8-14
Ground Floor, I&J Block, Embassy Tech Village
Outer Ring Road, Devarbisanahalli
Bengaluru 560 103
Karnataka, India
Tel: + 91 95907 56603
E-mail: secretarial@swiggy.in
Book Running Lead Managers
Kotak Mahindra Capital Company Limited J.P. Morgan India Private Limited
1st Floor, 27 BKC, Plot No. C – 27 J.P. Morgan Tower, Off CST
"G" Block, Bandra Kurla Complex Road, Kalina, Santacruz (East)
Bandra (East) Mumbai 400 098
Mumbai 400 051 Maharashtra, India
Maharashtra, India Tel: +91 22 6157 3000
Tel: +91 22 4336 0000 E-mail: SWIGGY_IPO@jpmorgan.com
E-mail: swiggy.ipo@kotak.com Website: www.jpmipl.com
Investor Grievance ID: kmccredressal@kotak.com Investor Grievance ID:
Website: https://investmentbank.kotak.com investorsmb.jpmipl@jpmorgan.com
Contact Person: Ganesh Rane Contact Person: Meet Panchal / Rishank Chheda
SEBI Registration Number: INM000008704 SEBI Registration Number: INM000002970
Citigroup Global Markets India Private Limited BofA Securities India Limited
1202, 12th Floor Ground Floor, “A” Wing, One BKC
First International Financial Center “G” Block, Bandra Kurla Complex
G – Block, Bandra Kurla Complex, Bandra (East) Bandra (East), Mumbai 400 051
Mumbai 400 098, Maharashtra, India Maharashtra, India
Tel: +91 22 6175 9999 Tel: +91 22 6632 8000
E-mail: swiggyipo@citi.com E mail : dg.swiggy_ipo@bofa.com
Website: Website : www.business.bofa.com/bofas-india
www.online.citibank.co.in/rhtm/citigroupglobalscreen1.htm Investor Grievance ID:
Investor Grievance ID: investors.cgmib@citi.com dg.india_merchantbanking@bofa.com
Contact Person: Abhishek Mawandiya Contact Person: Aparajit Varadhan
SEBI Registration Number: INM000010718 SEBI Registration Number: INM000011625
Jefferies India Private Limited ICICI Securities Limited
Level 16, Express Towers ICICI Venture House
Nariman Point Appasaheb Marathe Marg, Prabhadevi
Mumbai 400 021, Mumbai 400 025, Maharashtra, India
Maharashtra, India Tel: +91 22 6807 7100
Tel: +91 22 4356 6000 E-mail: swiggy.ipo@icicisecurities.com
E-mail: Swiggy.IPO@jefferies.com Website: www.icicisecurities.com
Investor Grievance ID: jipl.grievance@jefferies.com Investor Grievance ID:
Website: www.jefferies.com customercare@icicisecurities.com
Contact Person: Suhani Bhareja Contact Person: Ashik Joisar / Gaurav Mittal
SEBI Registration No: INM000011443 SEBI Registration Number: INM000011179
Avendus Capital Private Limited
Platina Building, 9th Floor 901, Plot No C-59
Bandra-Kurla Complex, Bandra (East)
Mumbai 400 051
Maharashtra, India
Tel: +91 22 6648 0050
E-mail: swiggy.ipo@avendus.com
Website: www.avendus.com
Investor grievance ID: investorgrievance@avendus.com
Contact person: Sarthak Sawa / Shantanu Chate
SEBI registration no.: INM000011021
83
Legal Counsel to the Company as to Indian Law
Cyril Amarchand Mangaldas
5th floor, Peninsula Chambers
Peninsula Corporate Park
Ganpatrao Kadam Marg, Lower Parel
Mumbai 400 013
Maharashtra, India
Tel: +91 22 2496 4455
Registrar to the Offer
Link Intime India Private Limited
C-101, 1st Floor, 247 Park
L.B.S. Marg, Vikhroli West
Mumbai 400 083
Maharashtra, India
Tel: +91 810 811 4949
Website: www.linkintime.co.in
Investor Grievance ID: swiggy.ipo@linkintime.co.in
Contact Person: Shanti Gopalkrishnan
SEBI Registration Number: INR000004058
Statutory Auditors to our Company
B S R & Co. LLP, Chartered Accountants
3rd Floor, Embassy Golf Links Business Park
Pebble Beach, ‘B’ Block
Off Intermediate Ring Road
Bengaluru 560 071
Karnataka, India
Tel: +91 80 4682 3000
E-mail: sthakurta@bsraffiliates.com
Firm registration number: 101248W/W-100022
Peer review number: 014196
Changes in Auditors
Except as disclosed below, there has been no change in the statutory auditors of our Company in the three years preceding the
date of this Prospectus:
Particulars Date of the change Reason for change
B S R & Co. LLP, Chartered Accountants September 29, 2023 Appointment as statutory auditors of our
3rd Floor, Embassy Golf Links Business Company, on account of transition from B S
Park R & Associates LLP, Chartered Accountants
Pebble Beach, ‘B’ Block
Off Intermediate Ring Road
Bengaluru 560 071
Karnataka, India
Tel: +91 80 4682 3000
E-mail: sthakurta@bsraffiliates.com
Firm registration number: 101248W / W-
100022
Peer review number: 014196
B S R & Associates LLP, Chartered September 29, 2023 Resignation on account of alignment of
Accountants relevant team members and audit firms within
Embassy Golf Links Business Park the B S R & Affiliates network.
Pebble Beach, ‘B’ Block, 3rd Floor
Off Intermediate Ring Road
Bengaluru 560 071
Karnataka, India
Tel: +91 80 4682 3000
E-mail: sagarmlulla@bsraffiliates.com
Firm registration number: 116231W/W-
100024
Peer review number: 014273
84
Bankers to the Offer
Escrow Collection Bank(s)
Axis Bank Limited
Axis House, 6th Floor,
C-2, Wadia International Centre
Pandurang Budhkar Marg, Worli
Mumbai 400 025
Maharashtra, India
Contact Person: Vishal M. Lade
Tel: +91 022 24253672
E-mail: vishal.lade@axisbank.com
Website: www.axisbank.com
SEBI Registration Number: INB100000017
ICICI Bank Limited
Capital Market Division, 5th Floor
H.T. Parekh Marg, Churchgate
Mumbai 400 020, Maharashtra, India
Contact Person: Varun Badai
Tel: +91 22 6805 2182
E-mail: ipocmg@icicibank.com
Website: www.icicibank.com
SEBI Registration Number: INBI00000004
Refund Bank(s)
Kotak Mahindra Bank Limited
Kotak Infiniti, 6th Floor, Building No. 21,
Infinity Park, Off Western Express Highway,
General AK Vaidya Marg,
Malad (East), Mumbai 400 097
Maharashtra, India
Contact Person: Siddhesh Shirodkar
Tel: +91 022 6605 6588
E-mail: cmsipo@kotak.com
Website: www.kotak.com
SEBI Registration No.: INBI00000927
Public Offer Account Bank(s)
Kotak Mahindra Bank Limited
Kotak Infiniti, 6th Floor, Building No. 21,
Infinity Park, Off Western Express Highway,
General AK Vaidya Marg,
Malad (East), Mumbai 400 097
Maharashtra, India
Contact Person: Siddhesh Shirodkar
Tel: +022 6605 6588
E-mail: cmsipo@kotak.com
Website: www.kotak.com
SEBI Registration No.: INBI00000927
Sponsor Bank(s)
Kotak Mahindra Bank Limited
Kotak Infiniti, 6th Floor, Building No. 21,
Infinity Park, Off Western Express Highway,
General AK Vaidya Marg,
Malad (East), Mumbai 400 097
Maharashtra, India
Contact Person: Siddhesh Shirodkar
Tel: +022 6605 6588
E-mail: cmsipo@kotak.com
Website: www.kotak.com
SEBI Registration No.: INBI00000927
85
Axis Bank Limited
Axis House, 6th Floor,
C-2, Wadia International Centre
Pandurang Budhkar Marg, Worli
Mumbai 400 025
Maharashtra, India
Contact Person: Vishal M. Lade
Tel: +91 022 24253672
E-mail: vishal.lade@axisbank.com
Website: www.axisbank.com
SEBI Registration Number: INB100000017
ICICI Bank Limited
Capital Market Division, 5th Floor
H.T. Parekh Marg, Churchgate
Mumbai 400 020, Maharashtra, India
Contact Person: Varun Badai
Tel: +91 22 6805 2182
E-mail: ipocmg@icicibank.com
Website: www.icicibank.com
SEBI Registration Number: INBI00000004
Bankers to our Company
ICICI Bank Limited HDFC Bank Limited
ICICI Bank Limited, Site no.14, Sports Complex Road HDFC Bank Limited, No-983, 1st Cross
S.T. Bed, Kormangala 4th Block 80Ft. Peripheral Road, ST Bed Layout
Bengaluru 560 034 Koramangala 4th Block
Karnataka, India Bengaluru 560 034
Contact Person: Krishna Cherukuri Karnataka, India
Tel: +91 63603 46702 Contact Person: Sharmistha Tripathy
E-mail: krishna.cherukuri@icicibank.com Tel: +91 98866 97044
Website: www.icicibank.com E-mail: sharmistha.tripathy@hdfcbank.com
Website: www.hdfcbank.com
Syndicate Members
Kotak Securities Limited
4th Floor, 12 BKC, G Block
Bandra Kurla Complex
Bandra (East) Mumbai 400 051
Maharashtra, India
Contact Person: Umesh Gupta
Tel: +91 22 6218 5410
E-mail: umesh.gupta@kotak.com
Website: www.kotak.com
SEBI Registration Number: INZ000200137
Spark Institutional Equities Private Limited
Platina Building, 9th Floor, 901,
Plot No C-59, Bandra-Kurla Complex,
Bandra (East), Mumbai 400 051,
Maharashtra, India
Contact Person: T K Ramaswamy
Tel: +91 22 6885 4503
E-mail: ie.ipobackoffice@avendusspark.com
Website: www.avendus.com/india/institutional-equities
SEBI Registration Number: INZ000307037
Filing
A copy of the Pre-filed Draft Red Herring Prospectus and the Updated Draft Red Herring Prospectus – I were uploaded on the
SEBI intermediary portal at https://siportal.sebi.gov.in as specified in Regulation 59C(1) of the SEBI ICDR Regulations and
pursuant to the SEBI ICDR Master Circular. A copy of the Pre-filed Draft Red Herring Prospectus and the Updated Draft Red
Herring Prospectus – I has been filed at and submitted at:
86
Securities and Exchange Board of India
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex
Bandra (E), Mumbai 400 051
Maharashtra, India
A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed under Section 32
of the Companies Act, were filed with the RoC at its office at ‘E’ Wing, 2nd Floor, Kendriya Sadana, Kormangala, Bengaluru
560 034, Karnataka, India through the electronic portal at www.mca.gov.in/mcafoportal. A copy of this Prospectus shall be
filed under Section 26 of the Companies Act with the RoC and through the electronic portal at www.mca.gov.in/mcafoportal.
Inter-se Allocation of Responsibilities among the Book Running Lead Managers
The following table sets forth the inter-se allocation of responsibilities for various activities among the Book Running Lead
Managers:
Sr. Activities Responsibility Coordination
No
1. Due diligence of the Company including its operations/management/business BRLMs Kotak
plans/legal etc. Drafting and design of the Draft Red Herring Prospectus, Red Herring
Prospectus, Prospectus, abridged prospectus and application form. The BRLMs shall
ensure compliance with stipulated requirements and completion of prescribed
formalities with the Stock Exchanges, RoC and SEBI including finalisation of
Prospectus and RoC filing.
2. Capital structuring with the relative components and formalities such as type of BRLMs Kotak
instruments, size of issue, allocation between primary and secondary, etc.
3. Positioning Strategy and drafting of business section of the Draft Red Herring BRLMs J.P. Morgan
Prospectus, Red Herring Prospectus, and Prospectus
4. Drafting and approval of all statutory advertisements BRLMs Kotak
5. Drafting and approval of all publicity material other than statutory advertisement as BRLMs Citi
mentioned above including corporate advertising, brochure, etc. and filing of media
compliance report
6. Appointment of intermediaries - Registrar to the Offer, advertising agency, Banker(s) to BRLMs Kotak
the Offer, Sponsor Bank, printer and other intermediaries, including coordination of all
agreements to be entered into with such intermediaries
7. Preparation of road show presentation BRLMs J.P. Morgan
8. Preparation of frequently asked questions BRLMs Citi
9. International institutional marketing of the Offer (US, UK), which will cover, inter alia: BRLMs Citi
marketing strategy;
Finalizing the list and division of investors for one-to-one meetings; and
Finalizing road show and investor meeting schedule
10. International institutional marketing of the Offer (rest of world ex – US, UK), which BRLMs J.P. Morgan
will cover, inter alia:
marketing strategy;
Finalizing the list and division of investors for one-to-one meetings; and
Finalizing road show and investor meeting schedule
11. Domestic institutional marketing of the Offer, which will cover, inter alia: BRLMs Kotak
marketing strategy;
Finalizing the list and division of investors for one-to-one meetings; and
Finalizing road show and investor meeting schedule
12. Retail marketing of the Offer, which will cover, inter alia, BRLMs I-Sec
Finalising media, marketing and public relations strategy including list of
frequently asked questions at road shows;
Finalising centres for holding conferences for brokers, etc.;
Follow-up on distribution of publicity and Offer material including application
form, the Prospectus and deciding on the quantum of the Offer material; and
Finalising collection centres
13. Non-Institutional marketing of the Offer, which will cover, inter alia, BRLMs I-Sec
Finalising media, marketing and public relations strategy including list of
frequently asked questions at road shows;
Finalising centres for holding conferences for brokers, etc.;
Follow-up on distribution of publicity and Offer material including application
form, the Prospectus and deciding on the quantum of the Offer material; and
Finalising collection centres
14. Coordination with Stock Exchanges for book building software, bidding terminals, BRLMs I-Sec
mock trading, anchor coordination, anchor CAN and intimation of anchor allocation
15. Managing the book and finalization of pricing in consultation with the Company and BRLMs J.P. Morgan
Selling Shareholders
16. Post bidding activities including management of escrow accounts, coordinate non- BRLMs I-Sec
institutional allocation, coordination with Registrar, SCSBs, Sponsor Banks and other
87
Sr. Activities Responsibility Coordination
No
Bankers to the Offer, intimation of allocation and dispatch of refund to Bidders, etc.
Other post-Offer activities, which shall involve essential follow-up with Bankers to the
Offer and SCSBs to get quick estimates of collection and advising Company about the
closure of the Offer, based on correct figures, finalisation of the basis of allotment or
weeding out of multiple applications, listing of instruments, dispatch of certificates or
demat credit and refunds, payment of STT on behalf of the Selling Shareholders and
coordination with various agencies connected with the post-Offer activity such as
Registrar to the Offer, Bankers to the Offer, Sponsor Bank, SCSBs including
responsibility for underwriting arrangements, as applicable.
Coordinating with Stock Exchanges and SEBI for submission of all post-Offer reports
including the final post-Offer report to SEBI
IPO Grading
No credit agency registered with SEBI has been appointed in respect of obtaining grading for the Offer.
Monitoring Agency
Our Company has appointed CRISIL Ratings Limited, a credit rating agency registered with SEBI, as the monitoring agency
to monitor utilization of the Gross Proceeds, in compliance with the SEBI ICDR Regulations.
CRISIL Ratings Limited
CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai 400 076, India
Telephone No.: +91 22 3342 3000
E-mail ID: crisilratingdesk@crisil.com
Website: www.crisilratings.com
Contact Person: Gautam Shahi
SEBI Registration Number: IN/CRA/001/1999
Appraising Entity
None of the objects for which the Net Proceeds will be utilised have been appraised by any agency.
Credit Rating
As this is an Offer of Equity Shares, credit rating is not required.
Debenture Trustees
As this is an Offer of Equity Shares, the appointment of debenture trustees is not required.
Green Shoe Option
No green shoe option is contemplated under the Offer.
Designated Intermediaries
Self-Certified Syndicate Banks
The banks registered with SEBI, which offer the facility of ASBA services, (i) in relation to ASBA, where the Bid Amount was
blocked by authorising an SCSB, a list of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 and updated from time to time and at such
other websites as may be prescribed by SEBI from time to time, (ii) in relation to UPI Bidders using the UPI Mechanism, a list
of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 and updated from time to time and at such
other websites as may be prescribed by SEBI from time to time.
SCSBs and mobile applications enabled for UPI Mechanism
In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated
April 5, 2022, UPI Bidders Bidding using the UPI Mechanism could apply through the SCSBs and mobile applications whose
names appears on the website of the SEBI, i.e.,
(www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40) for SCSBs and
(www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43) for mobile applications, respectively, as
updated from time to time.
88
Syndicate SCSB Branches
In relation to Bids (other than Bids by Anchor Investors and RIBs) submitted under the ASBA process to a member of the
Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of
Bid cum Application Forms from the members of the Syndicate is available on the website of the SEBI
(www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) and updated from time to time. For more
information on such branches collecting Bid cum Application Forms from the Syndicate at Specified Locations, see the website
of the SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, as updated from time to
time.
Registered Brokers
The list of the Registered Brokers eligible to accept ASBA forms, including details such as postal address, telephone number
and e-mail address, is provided on the websites of the Stock Exchanges at www.bseindia.com and www.nseindia.com, as
updated from time to time.
Registrar and Share Transfer Agents
The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address,
telephone number and e-mail address, is provided on the websites of the Stock Exchanges at
www.bseindia.com/Static/PublicIssues/RtaDp.aspx and www.nseindia.com/products-services/initial-public-offerings-asba-
procedures, respectively, as updated from time to time and on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=10, as updated from time to time.
Collecting Depository Participants
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as name and
contact details, is provided on the websites of the Stock Exchanges at www.bseindia.com/Static/PublicIssues/RtaDp.aspx and
www.nseindia.com/products-services/initial-public-offerings-asba-procedures, respectively, as updated from time to time.
Experts to the Offer
Except as disclosed below, our Company has not obtained any expert opinions:
Our Company has received a written consent dated November 8, 2024 from our Statutory Auditor, namely, B S R & Co. LLP,
Chartered Accountants, holding a valid peer review certificate from the ICAI, to include their names as required under section
26 (5) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Prospectus, and as an “expert” as defined under
section 2(38) of the Companies Act, 2013 (and not as defined under the U.S. Securities Act) to the extent and in their capacity
as our Statutory Auditor, and in respect of their (a) examination report dated September 24, 2024 on the Restated Consolidated
Financial Information, (b) report dated October 20, 2024, on the statement of possible special tax benefits available to our
Company, its Shareholders and its Material Subsidiary, included in this Prospectus and such consent has not been withdrawn
as on the date of this Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the
U.S. Securities Act.
Our Company has received written consent dated November 8, 2024 from Manian and Rao, Chartered Accountants, holding a
valid peer review certificate from the ICAI, to include their name as required under Section 26(5) of the Companies Act read
with SEBI ICDR Regulations in this Prospectus and as an ‘expert’ as defined under Section 2(38) of Companies Act in respect
of the certificates issued by them in their capacity as an independent chartered accountant to our Company, and such consent
has not been withdrawn as on the date of this Prospectus. However, the term “expert” shall not be construed to mean an “expert”
as defined under the U.S. Securities Act.
Our Company has received written consent dated November 8, 2024 from Architects IN, independent architects, to include
their name as required under Section 26(5) of the Companies Act read with SEBI ICDR Regulations in this Prospectus and as
an ‘expert’ as defined under Section 2(38) of Companies Act in respect of the certificates issued by them in their capacity as an
independent architect to our Company, and such consent has not been withdrawn as on the date of this Prospectus.
89
Book Building Process
Book building, in the context of the Offer, refers to the process of collection of Bids from Bidders on the basis of the Red
Herring Prospectus and the Bid Cum Application Forms and the Revision Forms within the Price Band, which was decided by
our Company, in consultation with the Book Running Lead Managers, and which was advertised in all editions of Financial
Express, an English national daily newspaper, all editions of Jansatta, a Hindi national daily newspaper, and Bengaluru edition
of Kannada Prabha, a Kannada daily newspaper (Kannada is the regional language of Karnataka, where our Registered and
Corporate Office is located) each with wide circulation, at least two Working Days prior to the Bid/Offer Opening Date and
was made available to the Stock Exchanges for the purpose of uploading on their respective websites. The Offer Price was
determined by our Company, in consultation with the Book Running Lead Managers after the Bid/Offer Closing Date. For
details, see “Offer Procedure” beginning on page 445.
All Bidders (other than Anchor Investors) were required to participate in this Offer mandatorily through the ASBA
process by providing the details of their respective bank accounts in which the corresponding Bid Amount could be
blocked by the SCSBs. In addition to this, the RIBs could have participated through the ASBA process by either (a)
providing the details of their respective ASBA Account in which the corresponding Bid Amount was required to be
blocked by the SCSBs; or (b) through the UPI Mechanism.
In terms of the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders were not permitted to withdraw their
Bid(s) or lower the size of their Bid(s) (in terms of the number of Equity Shares or the Bid Amount) at any stage. RIBs
and Eligible Employees Bidding in the Employee Reservation Portion could have revised their Bid(s) during the Bid/
Offer Period and withdraw their Bid(s) until Bid/ Offer Closing Date. Anchor Investors were not allowed to withdraw
their Bids after the Anchor Investor Bidding Date. Except for Allocation to RIBs, NIBs and the Anchor Investors,
allocation in the Offer will be done on a proportionate basis. Further, allocation to Anchor Investors was done on a
discretionary basis.
Each Bidder by submitting a Bid in the Offer, was deemed to have acknowledged the above restrictions and the terms
of the Offer.
For further details on method and process of Bidding, see “Terms of the Offer”, “Offer Structure” and “Offer Procedure” on
pages 435, 441 and 445, respectively.
The process of Book Building under the SEBI ICDR Regulations and the Bidding Process are subject to change from
time to time and the investors were advised to make their own judgment about investment through this process prior to
submitting a Bid in the Offer.
Bidders should note that, the Offer is also subject to obtaining (i) the final approval of the RoC after this Prospectus is filed
with the RoC; and (ii) final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after
Allotment.
For further details on the method and procedure for Bidding, see “Offer Structure” and “Offer Procedure” on pages 441 and
445, respectively.
Investor Grievances
For mechanism for the redressal of Investor Grievances, please see “Other Regulatory and Statutory Disclosures - Mechanism
for Redressal of Investor Grievances” on page 433.
Underwriting Agreement
Our Company and Selling Shareholders entered into an Underwriting Agreement dated November 8, 2024 with the
Underwriters for the Equity Shares offered through the Offer. The extent of underwriting obligations and the Bids to be
underwritten by each BRLM are as per the Underwriting Agreement. Pursuant to the terms of the Underwriting Agreement, the
obligations of each of the Underwriters are several and are subject to certain conditions specified therein.
The Underwriters have indicated their intention to underwrite the following number of Equity Shares:
Name, address, telephone number and e-mail address of Indicative number of Equity Shares to be Amount underwritten
the Underwriters underwritten* (in ₹ million)
Kotak Mahindra Capital Company Limited 10,455,075 4,074.80
1st Floor, 27 BKC, Plot No. C – 27
"G" Block, Bandra Kurla Complex
Bandra (East)
Mumbai 400 051
Maharashtra, India
Tel: +91 22 4336 0000
E-mail: swiggy.ipo@kotak.com
J.P. Morgan India Private Limited 10,455,176 4,074.84
J.P. Morgan Tower, Off CST
Road, Kalina, Santacruz (East)
90
Name, address, telephone number and e-mail address of Indicative number of Equity Shares to be Amount underwritten
the Underwriters underwritten* (in ₹ million)
Mumbai 400 098
Maharashtra, India
Tel: +91 22 6157 3000
E-mail: SWIGGY_IPO@jpmorgan.com
Citigroup Global Markets India Private Limited 10,455,176 4,074.84
1202, 12th Floor
First International Financial Center
G – Block, Bandra Kurla Complex, Bandra (East)
Mumbai 400 098, Maharashtra, India
Tel: +91 22 6175 9999
E-mail: swiggyipo@citi.com
BofA Securities India Limited 10,455,176 4,074.84
Ground Floor, “A” Wing, One BKC
“G” Block, Bandra Kurla Complex
Bandra (East), Mumbai 400 051
Maharashtra, India
Tel: +91 22 6632 8000
E mail : dg.swiggy_ipo@bofa.com
Jefferies India Private Limited 10,455,175 4,074.84
Level 16, Express Towers
Nariman Point
Mumbai 400 021,
Maharashtra, India
Tel: +91 22 4356 6000
E-mail: Swiggy.IPO@jefferies.com
ICICI Securities Limited 10,455,175 4,074.84
ICICI Venture House
Appasaheb Marathe Marg, Prabhadevi
Mumbai 400 025, Maharashtra, India
Tel: +91 22 6807 7100
E-mail: swiggy.ipo@icicisecurities.com
Avendus Capital Private Limited 10,455,075 4,074.80
Platina Building, 9th Floor 901, Plot No C-59
Bandra-Kurla Complex, Bandra (East)
Mumbai 400 051
Maharashtra, India
Tel: +91 22 6648 0050
E-mail: swiggy.ipo@avendus.com
Kotak Securities Limited 100 0.04
4th Floor, 12 BKC, G Block
Bandra Kurla Complex
Bandra (East) Mumbai 400 051
Maharashtra, India
Tel: +91 22 6218 5410
E-mail: umesh.gupta@kotak.com
Spark Institutional Equities Private Limited 100 0.04
Platina Building, 9th Floor, 901,
Plot No C-59, Bandra-Kurla Complex,
Bandra (East), Mumbai 400 051,
Maharashtra, India
Contact Person: T K Ramaswamy
Tel: +91 22 6885 4503
E-mail: ie.ipobackoffice@avendusspark.com
*The indicative number of Equity Shares to be underwritten is calculated excluding the QIB Portion of 217,308,686 Equity Shares
The aforementioned underwriting commitments are indicative and will be finalised after actual allocation in accordance with
provision of the SEBI ICDR Regulations.
In the opinion of our Board (on the basis of representation made by the Underwriters), the resources of the Underwriters were
sufficient to enable them to discharge their respective underwriting obligations in full. The Underwriters are registered with
SEBI under Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchanges. Our Board, at its meeting held
on November 8, 2024, approved the acceptance and entering into the Underwriting Agreement mentioned above on behalf of
our Company.
Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitment set forth in the table
above.
Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with respect to the Equity
Shares allocated to investors respectively procured by them in accordance with the Underwriting Agreement. In the event of
any default in payment, the respective Underwriter, in addition to other obligations defined in the Underwriting Agreement,
will also be required to procure purchasers for or purchase the Equity Shares to the extent of the defaulted amount in accordance
with the Underwriting Agreement.
91
CAPITAL STRUCTURE
Details of the share capital of our Company, as at the date of this Prospectus, are set forth below:
(in ₹, except share data)
Particulars Aggregate value Aggregate value at
at face value Offer Price*
A AUTHORISED SHARE CAPITAL(1)
2,800,000,000 Equity Shares (of face value of ₹ 1 each) 2,800,000,000 -
CCPS comprising:
61,440 Series A CCPS (of face value of ₹ 10 each) 614,400 -
85,000 Series B CCPS (of face value of ₹ 10 each) 850,000 -
111,766 Series C CCPS (of face value of ₹ 10 each) 1,117,660 -
29,800 Series D CCPS (of face value of ₹ 10 each) 298,000 -
162,997,600 Bonus CCPS (of face value of ₹ 1,000 each) 162,997,600,000
102,960 Series E CCPS (of face value of ₹ 10 each) 1,029,600 -
80,290 Series F CCPS (of face value of ₹ 10 each) 802,900 -
118,850 Series G CCPS (of face value of ₹ 10 each) 1,188,500 -
247,750 Series H CCPS (of face value of ₹ 10 each) 2,477,500 -
47,637 Series I CCPS (of face value of ₹ 10 each) 476,370 -
133,357 Series I-2 CCPS (of face value of ₹ 10 each) 1,333,570 -
100,238 Series J CCPS (of face value of ₹ 10 each) 1,002,380 -
123,411 Series J-2 CCPS (of face value of ₹ 10 each) 1,234,110 -
108,000 Series K CCPS (of face value of ₹10,000 each) 1,080,000,000 -
10,800,000 Series K1 CCPS (of face value of ₹10 each) 108,000,000 -
B ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE
OFFER (AS ON THE DATE OF THIS PROSPECTUS)
2,123,066,748 Equity Shares (of face value of ₹ 1 each) 2,123,066,748 -
C PRESENT OFFER(2)
Offer of 290,494,914*^ Equity Shares of face value ₹1 each aggregating to ₹113,274.27 290,494,914 113,274,266,460.00^
million^ (2)(3)
of which
Fresh Issue of 115,407,051*^ Equity Shares of face value of ₹1 each aggregating to 115,407,051 44,989,999,890.00^
₹44,990 million*^ (2)
Offer for Sale of 175,087,863*^ Equity Shares of face value of ₹1 each aggregating to 175,087,863 68,284,266,570.00
₹68,284.27 million(3)
Which includes
Employee Reservation Portion of 750,000* Equity Shares of face value of ₹1 each 750,000 273,750,000.00^
aggregating to 273.75 million*^ (4)
Net Offer of 289,744,914*^ Equity Shares of face value of ₹1 each 289,744,914 113,000,516,460.00^
D ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER
2,238,473,799* Equity Shares of face value of ₹1 each 2,238,473,799 -
E SECURITIES PREMIUM ACCOUNT
Before the Offer 354,971.31 million
After the Offer* 399,845.91 million*
* Subject to finalisation of Basis of Allotment.
^ An Employee Discount of ₹25 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
(1) For details of the changes in the authorised share capital of our Company since incorporation, see “History and Certain Corporate Matters –
Amendments to our Memorandum of Association in the last 10 years” on page 240.
(2) The Offer has been authorised by our Board pursuant to the resolution passed at their meeting dated April 18, 2024, and August 21, 2024 and by our
Shareholders pursuant to the special resolution passed at their EGM dated April 25, 2024 and October 3, 2024.
(3) Our Board has taken on record the consent of each of the Selling Shareholders to severally and not jointly participate in the Offer for Sale pursuant to
its resolutions dated April 25, 2024, September 24, 2024 and October 28, 2024. Each of the Selling Shareholders has, severally and not jointly, specifically
authorised its respective participation in the Offer for Sale to the extent of its respective portion of the Offered Shares. pursuant to their respective consent
letters. For details of authorisations for the Offer for Sale, see “The Offer” and “Other Regulatory and Statutory Disclosures” on pages 71 and 407,
respectively.
(4) Eligible Employees who bid in the Employee Reservation Portion were required to ensure that the maximum Bid Amount did not exceed ₹ 0.50 million
(net of Employee Discount). However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion did not exceed ₹ 0.20 million
(net of Employee Discount). Only in the event of under-subscription in the Employee Reservation Portion, such unsubscribed portion could have been
available for allocation and Allotment proportionately to all Eligible Employees who Bid in excess of ₹ 0.20 million (net of Employee Discount), subject
to the maximum value of Allotment made to such Eligible Employees not exceeding ₹ 0.50 million (net of Employee Discount).
92
Notes to the Capital Structure
1. Share capital history of our Company
(a) Equity Share capital
The history of the equity share capital of our Company is set forth below:
Date of Number of equity Face Issue Nature of allotment Nature of Name of allottees/ shareholders Cumulative number Cumulative paid-up
allotment of shares allotted value price per consideration of equity shares equity share capital
equity per equity
shares equity share
share (in ₹)
(in ₹)
December 10,000 10 10 Allotment pursuant to initial Cash Allotment of 6,875 equity shares to Sriharsha 10,000 100,000
26, 2013$ subscription to the Majety and allotment of 3,125 equity shares
Memorandum of to Lakshmi Nandan Reddy Obul
Association
February 6, 100 10 18,942.38 Rights issue Cash Allotment of 100 equity shares to SAIF 10,100 101,000
2015 Partners India V Limited^
April 24, 100 10 18,942.38 Private placement Cash Allotment of 100 equity shares to Accel India 10,200 102,000
2015 IV (Mauritius) Limited
May 19, Pursuant to a resolution passed by our Board dated May 19, 2015, and a special resolution passed by our Shareholders at an EGM on May 19, 2015, the existing equity shares of
2015 face value of ₹10 each were sub-divided into equity shares of face value of ₹1 each (“Equity Shares”). Accordingly, the issued, subscribed and paid-up equity share capital of
our Company, comprising of 10,200 equity shares of face value of ₹10 each was sub-divided into 102,000 issued, subscribed and paid-up Equity Shares
June 5, 2015 20 1 12,043.51 Private placement Cash Allotment of 10 Equity Shares each to 102,020 102,020
Norwest Venture Partners VII-A-Mauritius
and Apoletto Asia Ltd
December 20 1 24,839 Private placement Cash Allotment of 10 Equity Shares each to 102,040 102,040
31, 2015 Harmony Partners (Mauritius) Ltd. and RB
Investments Pte. Ltd.
September 10 1 33,581 Private placement Cash Allotment of 10 Equity Shares to Bessemer 102,050 102,050
16, 2016 India Capital Holding II Ltd
June 15, 10 1 50,501.62 Private placement Cash Allotment of 10 Equity Shares to Naspers 102,060 102,060
2017 Ventures B.V.
February 8, 10 1 79,833.61 Private placement Cash Allotment of 10 Equity Shares to Inspired 102,070 102,070
2018 Elite Investments Limited
July 5, 2018 20 1 119,256 Private placement Cash Allotment of 10 Equity Shares each to 102,090 102,090
Coatue PE Asia XI LLC and DST EuroAsia
V B.V.
January 11, 40 1 231,326 Private placement Cash Allotment of 10 Equity Shares each to 102,130 102,130
2019 Tencent Cloud Europe B.V., Hadley Harbor
Master Investors (Cayman) II L.P., DST
Investments Asia I Limited and HH BTPL
93
Date of Number of equity Face Issue Nature of allotment Nature of Name of allottees/ shareholders Cumulative number Cumulative paid-up
allotment of shares allotted value price per consideration of equity shares equity share capital
equity per equity
shares equity share
share (in ₹)
(in ₹)
Holdings II Pte. Ltd.
April 3, 2020 13 1 236,130 Private placement Cash Allotment of 10 Equity Shares to KIP Re-Up 102,143 102,143
Fund, 1 Equity Share each to Ark India Food-
Tech Private Investment Trust, Ark India
Innovation Capital Private Investment Trust
and MACM India Growth Fund
April 9, 2020 2 1 236,130 Private placement Cash Allotment of 1 Equity Share each to SVIC 102,145 102,145
No. 38 New Technology Business
Investment L.L.P. and SVIC No. 45 New
Technology Business Investment L.L.P.
May 20, 1 1 236,130 Private placement Cash Allotment of 1 Equity Share to SVIC No. 34 102,146 102,146
2020 New Technology Business Investment LLP
January 22, 2,656 1 1 Allotment pursuant to Cash Allotment to 217 employees of the Company 104,802 104,802
2021 exercise under ESOP 2015
April 3, 2021 500 1 1 Allotment pursuant to Cash Allotment to 4 employees of the Company 105,302 105,302
exercise under ESOP 2015
July 27, 2021 10 1 271,961.40 Private placement Cash Allotment of 10 Equity Shares to SVF II 105,312 105,312
Songbird (DE) LLC
October 14, 4,455 1 1 Allotment pursuant to Cash Allotment to 180 employees of the Company 109,767 109,767
2021 exercise under ESOP 2015
October 14, 6,737 1 - Allotment pursuant to Other than Allotment of 6,737 Equity Shares to 116,504 116,504
2021 exercise of sweat equity cash Sriharsha Majety as sweat Equity Shares
February 2, 8,446,200 1 - Allotment pursuant to N.A. Conversion of 1,400,000 Bonus CCPS of 8,562,704 8,562,704
2022 conversion of Bonus CCPS Elevation Capital V Limited, 14,000 Bonus
in the ratio of 1 Equity Share CCPS of Norwest Venture Partners VII-A-
for each Bonus CCPS held Mauritius, 14,000 Bonus CCPS of Harmony
Partners (Mauritius) Ltd., 14,000 Bonus
CCPS of RB Investments Pte. Ltd., 946,400
Bonus CCPS of MIH India Food Holdings
B.V., 1,400 Bonus CCPS of Ark India Food-
Tech Private Investment Trust, 1,400 Bonus
CCPS of Ark India Innovation Capital
Private Investment Trust, 1,400 Bonus CCPS
of SVIC No. 38 New Technology Business
Investment L.L.P., 1,400 Bonus CCPS of
SVIC No. 45 New Technology Business
Investment L.L.P., 1,400 Bonus CCPS of
SVIC No. 34 New Technology Business
Investment L.L.P., 14,000 Bonus CCPS of
SVF II Songbird (DE) LLC, 494,200 Bonus
CCPS of Mauryan First, 53,200 Bonus CCPS
94
Date of Number of equity Face Issue Nature of allotment Nature of Name of allottees/ shareholders Cumulative number Cumulative paid-up
allotment of shares allotted value price per consideration of equity shares equity share capital
equity per equity
shares equity share
share (in ₹)
(in ₹)
of Kamalapat Ratanchand Chopra, 211,400
Bonus CCPS of Sachin R Tendulkar & Anjali
S Tendulkar, 847,000 Bonus CCPS of
Sushma Anand Jain, 352,800 Bonus CCPS of
Samina Hamied, 4,057,200 Bonus CCPS of
IIFL Special Opportunities Fund – Series
8[1], and 21,000 Bonus CCPS of QED
Innovation Labs LLP converted into equity
shares of the Company in the ratio of 1:1
aggregating to 8,446,200 Equity Shares
July 1, 2022 18,011,135 1 - Allotment pursuant to Other than Allotment of 18,011,135 Equity Shares to 26,573,839 26,573,839
acquisition of DineOut from cash* Times Internet Limited
Times Internet Limited
March 5, 3,491,846 1 1 Allotment pursuant to Cash Allotment to 236 employees of the Company 30,065,685 30,065,685
2024 exercise under ESOP 2015 and Subsidiaries under the ESOP 2015 and 6
and ESOP 2021 employees of the Company and Subsidiaries
under the ESOP 2021
April 3, 2024 5,000,000 1 - Allotment pursuant to N.A. Allotment of 5,000,000 Equity Shares to 35,065,685 35,065,685
conversion of Bonus CCPS Sriharsha Majety
in the ratio of 1.6 Equity
Share for each Bonus CCPS
held
April 3, 2024 1,700,000 1 - Allotment pursuant to N.A. Allotment of 1,700,000 Equity Shares to 36,765,685 36,765,685
conversion of Bonus CCPS Lakshmi Nandan Reddy Obul
in the ratio of 1 Equity Share
for each Bonus CCPS held
June 17, 1,325,346 1 - Allotment pursuant to N.A. Allotment of 966,690 Equity Shares to Ark 38,091,031 38,091,031
2024 conversion of Series I CCPS India Food-Tech Private Investment Trust
in the ratio of 1401 Equity and 358,656 Equity Shares to Ark India
Share for each Series I CCPS Innovation Capital Private Investment Trust
held
July 19, 2024 2,536,800 1 - Allotment pursuant to N.A. Allotment of 2,536,800 Equity Shares to 40,627,831 40,627,831
conversion of Bonus CCPS Catalyst Trusteeship Limited.
in the ratio of 1 Equity Share
for each Bonus CCPS held
July 31, 2024 2,866,995 1 1 Allotment pursuant to Cash Allotment to 652 employees of the Company 43,494,826 43,494,826
exercise under ESOP 2015 and Subsidiaries under the ESOP 2015 and 2
and ESOP 2021 employees of the Company and Subsidiaries
under the ESOP 2021
July 31, 2024 1,535,000 1 - Allotment pursuant to N.A. Allotment of 1,500,000 Equity Shares to 45,029,826 45,029,826
conversion of Bonus CCPS Lakshmi Nandan Reddy Obul and 35,000
95
Date of Number of equity Face Issue Nature of allotment Nature of Name of allottees/ shareholders Cumulative number Cumulative paid-up
allotment of shares allotted value price per consideration of equity shares equity share capital
equity per equity
shares equity share
share (in ₹)
(in ₹)
in the ratio of 1 Equity Share Equity Shares to Catalyst Trusteeship
for each Bonus CCPS held Limited
July 31, 2024 2,898,669 1 - Allotment pursuant to N.A. Allotment of 2,898,669 Equity Shares to Ark 47,928,495 47,928,495
conversion of Series I CCPS India Food-Tech Private Investment Trust
in the ratio of 1401 Equity
Share for each Series I CCPS
held
July 31, 2024 2,011,238 1 - Allotment pursuant to N.A. Allotment of 2,004,481 Equity Shares to 49,939,733 49,939,733
conversion of Series K1 P.R.Venketrama Raja & 6,757 Equity Shares
CCPS in the ratio of 1 Equity to P.V. Abinav Ramasubramaniam Raja
Share for each Series K1
CCPS held
August 14, 2,597,552 1 1 Allotment pursuant to Cash Allotment to 432 employees of the Company 52,537,285 52,537,285
2024 exercise under ESOP 2015 and Subsidiaries under the ESOP 2015 and 1
and ESOP 2021 employee of the Company and Subsidiaries
under the ESOP 2021
September 20,000,000 1 - Allotment pursuant to N.A. Allotment of 20,000,000 Equity Shares to 72,537,285 72,537,285
10, 2024 conversion of Bonus CCPS Sriharsha Majety
in the ratio of 1.6 Equity
Share for each Bonus CCPS
held
September 14,000 1 - Allotment pursuant to N.A. Allotment of 14,000 Equity Shares to KIP 72,551,285 72,551,285
10, 2024 conversion of Bonus CCPS Re-Up Fund
in the ratio of 1 Equity Share
for each Bonus CCPS held
September 2,689,920 1 - Allotment pursuant to N.A. Allotment of 2,098,698 Equity Shares to KIP 75,241,205 75,241,205
10, 2024 conversion of Series I CCPS Re-Up Fund, 196,140 Equity Shares to SVIC
in the ratio of 1,401 Equity No. 34 New Technology Business
Share for each Series I CCPS Investment L.L.P., and 197,541 Equity
held Shares each to SVIC No. 38 New
Technology Business Investment L.L.P. and
SVIC No. 45 New Technology Business
Investment L.L.P
September 6,053,721 1 - Allotment pursuant to N.A. Allotment of 6,053,721 Equity Shares to 81,294,926 81,294,926
16, 2024 conversion of Series A Torroz Fintech Private Limited
CCPS in the ratio of 1,401
Equity Share for each Series
A CCPS held
September 13,946,955 1 - Allotment pursuant to N.A. Allotment of 13,946,955 Equity Shares to 95,241,881 95,241,881
16, 2024 conversion of Series B Torroz Fintech Private Limited
96
Date of Number of equity Face Issue Nature of allotment Nature of Name of allottees/ shareholders Cumulative number Cumulative paid-up
allotment of shares allotted value price per consideration of equity shares equity share capital
equity per equity
shares equity share
share (in ₹)
(in ₹)
CCPS in the ratio of 1,401
Equity Share for each Series
B CCPS held
September 4,516,824 1 - Allotment pursuant to N.A. Allotment of 4,516,824 Equity Shares to 99,758,705 99,758,705
16, 2024 conversion of Series I2 Torroz Fintech Private Limited
CCPS in the ratio of 1,401
Equity Share for each Series
I2 CCPS held
October 16, 79,883,619 1 - Allotment pursuant to N.A. For details of allottees, please see 179,642,324
2024 conversion of Series A https://www.swiggy.com/corporate/investor- 179,642,324
CCPS in the ratio of 1,401 relations/.
Equity Shares for each
Series A CCPS held
October 16, 104,220,390 1 - Allotment pursuant to N.A. For details of allottees, please see 283,862,714 283,862,714
2024 conversion of Series B https://www.swiggy.com/corporate/investor-
CCPS in the ratio of 1,401 relations/.
Equity Shares for each
Series B CCPS held
October 16, 156,584,166 1 - Allotment pursuant to N.A. For details of allottees, please see 440,446,880 440,446,880
2024 conversion of Series C https://www.swiggy.com/corporate/investor-
CCPS in the ratio of 1,401 relations/.
Equity Shares for each
Series C CCPS held
October 16, 41,739,993 1 - Allotment pursuant to N.A. For details of allottees, please see 482,186,873 482,186,873
2024 conversion of Series D https://www.swiggy.com/corporate/investor-
CCPS in the ratio of 1,401 relations/.
Equity Shares for each
Series D CCPS held
October 16, 144,241,356 1 - Allotment pursuant to N.A. For details of allottees, please see 626,428,229 626,428,229
2024 conversion of Series E CCPS https://www.swiggy.com/corporate/investor-
in the ratio of 1,401 Equity relations/.
Shares for each Series E
CCPS held
October 16, 112,472,280 1 - Allotment pursuant to N.A. For details of allottees, please see 738,900,509 738,900,509
2024 conversion of Series F CCPS https://www.swiggy.com/corporate/investor-
in the ratio of 1,401 Equity relations/.
Shares for each Series F
CCPS held
October 16, 166,499,043 1 - Allotment pursuant to N.A. For details of allottees, please see 905,399,552 905,399,552
2024 conversion of Series G https://www.swiggy.com/corporate/investor-
CCPS in the ratio of 1,401 relations/.
97
Date of Number of equity Face Issue Nature of allotment Nature of Name of allottees/ shareholders Cumulative number Cumulative paid-up
allotment of shares allotted value price per consideration of equity shares equity share capital
equity per equity
shares equity share
share (in ₹)
(in ₹)
Equity Shares for each
Series G CCPS held
October 16, 347,047,314 1 - Allotment pursuant to N.A. For details of allottees, please see 1,252,446,866 1,252,446,866
2024 conversion of Series H https://www.swiggy.com/corporate/investor-
CCPS in the ratio of 1,401 relations/.
Equity Shares for each
Series H CCPS held
October 16, 59,825,502 1 - Allotment pursuant to N.A. For details of allottees, please see 1,312,272,368 1,312,272,368
2024 conversion of Series I CCPS https://www.swiggy.com/corporate/investor-
in the ratio of 1,401 Equity relations/.
Shares for each Series I
CCPS held
October 16, 182,316,333 1 - Allotment pursuant to N.A. For details of allottees, please see 1,494,588,701 1,494,588,701
2024 conversion of Series I-2 https://www.swiggy.com/corporate/investor-
CCPS in the ratio of 1,401 relations/.
Equity Shares for each
Series I-2 CCPS held
October 16, 140,433,438 1 - Allotment pursuant to N.A. For details of allottees, please see 1,635,022,139 1,635,022,139
2024 conversion of Series J CCPS https://www.swiggy.com/corporate/investor-
in the ratio of 1,401 Equity relations/.
Shares for each Series J
CCPS held
October 16, 172,898,811 1 - Allotment pursuant to N.A. For details of allottees, please see 1,807,920,950 1,807,920,950
2024 conversion of Series J-2 https://www.swiggy.com/corporate/investor-
CCPS in the ratio of 1,401 relations/.
Equity Shares for each
Series J-2 CCPS held
October 16, 131,216,736 1 - Allotment pursuant to N.A. For details of allottees, please see 1,939,137,686 1,939,137,686
2024 conversion of Series K https://www.swiggy.com/corporate/investor-
CCPS in the ratio of 1,376 relations/.
Equity Shares for each
Series K CCPS held
October 16, 8,710,462 1 - Allotment pursuant to N.A. For details of allottees, please see 1,947,848,148 1,947,848,148
2024 conversion of Series K-1 https://www.swiggy.com/corporate/investor-
CCPS in the ratio of 1 Equity relations/.
Shares for each Series K-1
CCPS held
October 17, 111,920,000 1 - Allotment pursuant to N.A. For details of allottees, please see 2,059,768,148 2,059,768,148
2024 conversion of Bonus CCPS https://www.swiggy.com/corporate/investor-
in the ratio of 1.6 Equity relations/.
Shares for each Bonus CCPS
98
Date of Number of equity Face Issue Nature of allotment Nature of Name of allottees/ shareholders Cumulative number Cumulative paid-up
allotment of shares allotted value price per consideration of equity shares equity share capital
equity per equity
shares equity share
share (in ₹)
(in ₹)
held
October 17, 63,298,600 1 - Allotment pursuant to N.A. For details of allottees, please see 2,123,066,748 2,123,066,748
2024 conversion of Bonus CCPS https://www.swiggy.com/corporate/investor-
in the ratio of 1 Equity relations/.
Shares for each Bonus CCPS
held
$
The date of the memorandum of association is November 23, 2013 and the Board pursuant to its resolution dated January 25, 2014, had taken note of the original subscribers to the MoA. the certificate of incorporation
dated December 26, 2013 was issued by the Registrar of Companies, Andhra Pradesh at Hyderabad.
^Sriharsha Majety, Lakshmi Nandan Reddy Obul and Rahul Jaimini were offered 55 equity shares of face value of ₹10 each, 25 equity shares of face value of ₹ 10 each and 20 equity shares of face value of ₹10 each,
respectively, pursuant to the letter of offer issued by our Company dated January 24, 2015. However, pursuant to their respective letters of renunciation, they renounced their respective rights entitlements in favor of
SAIF Partners India V Limited.
* Pursuant to the business transfer agreement dated May 12, 2022, as amended by the amendment agreement dated July 1, 2022, entered into by and among our Company, Times Internet Limited, Nikhil Bakshi, Vivek
Kapoor, Sahil Jain and Ankit Mehrotra, DineOut was transferred by Times Internet Limited to our Company as a going concern on a slump sale exchange basis.
.
99
(b) Preference share capital
As on date of this Prospectus, our Company does not have any outstanding preference share capital. This history of the preference share capital of our Company is set forth in
the table below:
S. Name of the Shareholder Date of Nature of preference Number of Conversion Number of Equity Acquisition Estimated
No. acquisition of shares acquired preference ratio (per Shares to be allotted/ price per Price per
preference shares shares preference allotted post preference Equity
acquired share) conversion* shares (in Shares (based
₹)* on
conversion)
(in ₹)*
1. Sriharsha Majety January 3, 2022 Bonus CCPS 855,75,000 1.60 136,920,000 - -
2. Lakshmi Nandan Reddy Obul January 3, 2022 Bonus CCPS 33,721,800 1.00 33,721,800 - -
3. Rahul Jaimini January 3, 2022 Bonus CCPS 25,454,800 1.00 25,454,800 - -
4. Elevation Capital V Limited February 6, 2015 Series A CCPS 3,067(1) 1,401.00 42,968,670 18,942.38 1.35
June 5, 2015 Series B CCPS 22,021 1,401.00 30,851,421 12,043.51 8.60
December 31, 2015 Series C CCPS 26,572 1,401.00 37,227,372 24,839.00 17.73
September 16, 1,997 1,401.00 2,797,797 33,581.00 23.97
Series D CCPS
2016
June 15, 2017 Series E CCPS 7,723 1,401.00 10,819,923 50,501.62 36.05
January 3, 2022 Bonus CCPS 1,400,000 1.00 1,400,000 - -
5. Accel India IV (Mauritius) Ltd. April 24, 2015 Series A CCPS 3,067(1) 1,401.00 42,968,670 18,942.38 1.35
June 5, 2015 Series B CCPS 16,840 1,401.00 23,592,840 12,043.51 8.60
December 31, 2015 Series C CCPS 23,914 1,401.00 33,503,514 24,839 17.73
April 22, 2016 Series C CCPS 2,041 1,401.00 2,859,441 24,839 17.73
September 16, 1,853 1,401.00 2,596,053 33,581 23.97
Series D CCPS
2016
June 15, 2017 Series E CCPS 6,435 1,401.00 9,015,435 50,501.62 36.05
January 3, 2022 Bonus CCPS 14,00,000 1.00 1,400,000 - -
6. Norwest Venture Partners VII-A- Mauritius June 5, 2015 Series B CCPS 38,851 1,401.00 5,4430,251 12,043.51 8.60
December 31, 2015 Series C CCPS 19,929 1,401.00 27,920,529 24,839 17.73
April 22, 2016 Series C CCPS 10,886 1,401.00 15,251,286 24,839 17.73
September 16, 1,734 1,401.00 2,429,334 33,581 23.97
Series D CCPS
2016
June 15, 2017 Series E CCPS 6,435 1,401.00 9,015,435 50,501.62 36.05
January 3, 2022 Bonus CCPS 14,000 1.00 14,000 - -
7. Apoletto Asia Ltd. June 5, 2015 Series B CCPS 6,633 1,401.00 9,292,833 12,043.51 8.60
December 31, 2015 Series C CCPS 2,391 1,401.00 3,349,791 24,839 17.73
April 22, 2016 Series C CCPS 6,124 1,401.00 8,579,724 24,839 17.73
September 16, 377 1,401.00 528,177 33,581 23.97
Series D CCPS
2016
January 3, 2022 Bonus CCPS 14,000 1.00 14,000 - -
8. Harmony Partners (Mauritius) Ltd. December 31, 2015 Series C CCPS 10,619 1,401.00 14,877,219 24,839 17.73
June 15, 2017 Series E CCPS 1,609 1,401.00 2,254,209 50,501.62 36.05
January 3, 2022 Bonus CCPS 14,000 1.00 14,000 - -
9. RB Investments Pte. Ltd. December 31, 2015 Series C CCPS 9,290 1,401.00 13,015,290 24,839 17.73
January 3, 2022 Bonus CCPS 14,000 1.00 14,000 - -
100
S. Name of the Shareholder Date of Nature of preference Number of Conversion Number of Equity Acquisition Estimated
No. acquisition of shares acquired preference ratio (per Shares to be allotted/ price per Price per
preference shares shares preference allotted post preference Equity
acquired share) conversion* shares (in Shares (based
₹)* on
conversion)
(in ₹)*
10. Bessemer India Capital Holdings II Ltd September 16, 23,832 1,401.00 33,388,632 33,581 23.97
Series D CCPS
2016
June 15, 2017 Series E CCPS 3,539 1,401.00 4,958,139 50,501.62 36.05
11. Naspers Ventures B.V June 15, 2017 Series E CCPS 77,215 1,401.00 108,178,215 50,501.62 36.05
12. MIH India Food Holdings B.V. January 16, 2018 Series F CCPS 48,174 1,401.00 67,491,774 79,833.61 56.98
July 5, 2018 Series G CCPS 40,464 1,401.00 56,690,064 119,256 85.12
January 11, 2019 Series H CCPS 150,179 1,401.00 210,400,779 231,326 165.11
February 26, 2020 Series I CCPS 30,170 1,401.00 42,268,170 236,130 168.54
April 16, 2021 Series I-2 CCPS 47,071 1,401.00 65,946,471 240,275 171.50
April 30, 2021 Series J CCPS 34,413 1,401.00 48,212,613 264,303 188.65
February 18, 2022 Series K CCPS 3,859 1,376.00 5,309,984 492,430 357.87
January 3, 2022 Bonus CCPS 946,400 1.00 946,400 - -
13. Inspired Elite Investments Limited February 8, 2018 Series F CCPS 32,106 1,401.00 44,980,506 79,833.61 56.98
July 5, 2018 Series G CCPS 12,645 1,401.00 17,715,645 119,256 85.12
January 11, 2019 Series H CCPS 11,923 1,401.00 16,704,123 231,326 165.11
February 26, 2020 Series I CCPS 3,606 1,401.00 5,052,006 236,130 168.54
14. DST EuroAsia V B.V. July 5, 2018 Series G CCPS 40,454 1,401.00 56,676,054 119,256 85.12
January 11, 2019 Series H CCPS 6,197 1,401.00 8,681,997 231,326 165.11
January 3, 2022 Bonus CCPS 14,000 1.00 14,000 - -
15. DST Asia VI January 11, 2019 Series H CCPS 9,432 1,401.00 13,214,232 231,326 165.11
January 3, 2022 Bonus CCPS 14,000 1.00 14,000 - -
16. Coatue PE Asia XI LLC July 5, 2018 Series G CCPS 25,280 1,401.00 354,17,280 119,256 85.12
January 11, 2019 Series H CCPS 7,278 1,401.00 10,196,478 231,326 165.11
January 3, 2022 Bonus CCPS 14,000 1.00 14,000 - -
17. Tencent Cloud Europe B.V. January 11, 2019 Series H CCPS 40,342 1,401.00 56,519,142 231,326 165.11
April 3, 2020 Series I CCPS 6,034 1,401.00 8,453,634 236,130 168.54
18. HH BTPL Holdings II Pte. Ltd. January 11, 2019 Series H CCPS 14,384 1,401.00 20,151,984 231,326 165.11
19. Hadley Harbor Master Investors (Cayman) II January 11, 2019 Series H CCPS 7,979 1,401.00 111,78,579 231,326 165.11
L.P. February 26, 2020 Series I CCPS 302 1,401.00 423,102 236,130 168.54
April 16, 2021 Series I-2 CCPS 302 1,401.00 423,102 240,275 171.50
January 3, 2022 Bonus CCPS 63,000 1.00 63,000 - -
20. Ark India Food-Tech Private Investment April 3, 2020 Series I CCPS 2,759 1,401.00 3,865,359 236,130 168.54
Trust January 3, 2022 Bonus CCPS 1,400 1.00 1,400 - -
21. Ark India Innovation Capital Private April 3, 2020 Series I CCPS 256 1,401.00 358,656 236,130 168.54
Investment Trust January 3, 2022 Bonus CCPS 1,400 1.00 1,400 - -
22. KIP Re-Up Fund April 3, 2020 Series I CCPS 1,498 1,401.00 2,098,698 236,130 168.54
January 3, 2022 Bonus CCPS 14,000 1.00 14,000 - -
23. MACM India Growth Fund April 3, 2020 Series I CCPS 602 1,401.00 843,402 236,130 168.54
January 3, 2022 Bonus CCPS 1,400 1.00 1,400 - -
24. SVIC No.38 New Technology Business April 9, 2020 Series I CCPS 904 1,401.00 1,266,504 236,130 168.54
Investment L.L.P. January 3, 2022 Bonus CCPS 1,400 1.00 1,400 -
101
S. Name of the Shareholder Date of Nature of preference Number of Conversion Number of Equity Acquisition Estimated
No. acquisition of shares acquired preference ratio (per Shares to be allotted/ price per Price per
preference shares shares preference allotted post preference Equity
acquired share) conversion* shares (in Shares (based
₹)* on
conversion)
(in ₹)*
25. SVIC No.45 New Technology Business April 9, 2020 Series I CCPS 904 1,401.00 1,266,504 236,130 168.54
Investment L.L.P. January 3, 2022 Bonus CCPS 1,400 1.00 1,400 -
26. SVIC No.34 New Technology Business May 20, 2020 Series I CCPS 602 1,401.00 843,402 236,130 168.54
Investment L.L.P. January 3, 2022 Bonus CCPS 1,400 1.00 1,400 -
27. INQ Holding LLC April 16, 2021 Series I-2 CCPS 30,170 1,401.00 42,268,170 240,275 171.50
April 30, 2021 Series J CCPS 13,714 1,401.00 19,213,314 264,303 188.65
February 1, 2022 Series K CCPS 3,067 1,376 4,220,192 492,430 357.87
28. Alpha Wave Ventures, LP April 16, 2021 Series I-2 CCPS 18,102 1,401.00 25,360,902 240,275 171.50
April 30, 2021 Series J CCPS 13,714 1,401.00 19,213,314 264,303 188.65
29. Alpha Wave Ventures II, LP February 1, 2022 Series K CCPS 19,296 1,376.00 26,551,296 492,430 357.87
January 3, 2022 Bonus CCPS 376,600 1.00 376,600 - -
30. Accel Leaders 3 Holdings (Mauritius) Ltd April 16, 2021 Series I-2 CCPS 13,576 1,401.00 19,019,976 240,275 171.50
April 30, 2021 Series J CCPS 8,228 1,401.00 11,527,428 264,303 188.65
31. Amansa Investments Ltd April 16, 2021 Series I-2 CCPS 9,051 1,401.00 12,680,451 240,275 171.50
April 30, 2021 Series J CCPS 5,485 1,401.00 7,684,485 264,303 188.65
32. Lathe Investment Pte. Ltd. April 16, 2021 Series I-2 CCPS 15,085 1,401.00 21,134,085 240,275 171.50
February 18, 2022 Series K CCPS 1,054 1,376.00 1,450,304 492,430 357.87
33. TIMF Holdings April 30, 2021 Series J CCPS 6,857 1,401.00 9,606,657 264,303 188.65
Think India Opportunities Master Fund L.P. April 30, 2021 Series J CCPS 1,371 1,401.00 1,920,771 264,303 188.65
34. CGH AMSIA S.à r.l. (R.C.S. Luxembourg: April 30, 2021 Series J CCPS 8,228 1,401.00 11,527,428 264,303 188.65
B184.756)
Goldman Sachs Asia Strategic Pte. Ltd April 30, 2021 Series J CCPS 8,228 1,401.00 11,527,428 264,303 188.65
35. SVF II Songbird (DE) LLC July 27, 2021 Series J-2 CCPS 123,411 1,401.00 172,898,811 271,961.40 194.12
January 3, 2022 Bonus CCPS 14,000 1.00 14,000 - -
36. Mauryan First January 3, 2022 Bonus CCPS 494,200 1.00 494,200 - -
37. Kamalapat Ratanchand Chopra January 3, 2022 Bonus CCPS 53,200 1.00 53,200 - -
Volrado Venture Partners Fund II January 3, 2022 Bonus CCPS 1,759,800 1.00 1,759,800 - -
38. Sachin R Tendulkar & Anjali S Tendulkar January 3, 2022 Bonus CCPS 211,400 1.00 211,400 - -
39. Sushma Anand Jain January 3, 2022 Bonus CCPS 847,000 1.00 847,000 - -
40. Samina Hamied January 3, 2022 Bonus CCPS 3,52,800 1.00 352,800 - -
41. QED Innovation Labs LLP January 3, 2022 Bonus CCPS 21,000 1 21,000 - -
42. OFI Global China Fund LLC February 1, 2022 Series K CCPS 28,844 1,376.00 39,689,344 492,430 357.87
43. Invesco Emerging Markets Equity Trust February 1, 2022 Series K CCPS 1,325 1,376.00 1,823,200 492,430 357.87
44. Invesco Emerging Markets Equity Fund, LP February 1, 2022 Series K CCPS 704 1,376.00 968,704 492,430 357.87
45. Baron Emerging Markets Fund February 2, 2022 Series K CCPS 11,578 1,376.00 15,931,328 492,430 357.87
46. Motilal Oswal Financial Services Limited February 1, 2022 Series K CCPS 2,030 1,376.00 2,793,280 492,430 357.87
47. Navin Agarwal February 1, 2022 Series K CCPS 1,016 1,376.00 1,398,016 492,430 357.87
48. Kotak Pre-IPO Opportunities Fund February 1, 2022 Series K CCPS 4,061 1,376.00 5,587,936 492,430 357.87
49. Axis Growth Avenue AIF – I February 1, 2022 Series K CCPS 3,087 1,376.00 4,247,712 492,430 357.87
50. Sixteenth Street Asian GEMS Fund February 1, 2022 Series K CCPS 3,087 1,376.00 4,247,712 492,430 357.87
51. Ghisallo Master Fund LP February 18, 2022 Series K CCPS 3,087 1,376.00 4,247,712 492,430 357.87
102
S. Name of the Shareholder Date of Nature of preference Number of Conversion Number of Equity Acquisition Estimated
No. acquisition of shares acquired preference ratio (per Shares to be allotted/ price per Price per
preference shares shares preference allotted post preference Equity
acquired share) conversion* shares (in Shares (based
₹)* on
conversion)
(in ₹)*
52. Dovetail Global Fund PCC February 18, 2022 Series K CCPS 1,035 1,376.00 1,424,160 492,430 357.87
March 2, 2022 Series K CCPS 36 1,376.00 49,536 492,430 357.87
53. Segantii India (Mauritius) February 1, 2022 Series K CCPS 2,316 1,376.00 3,186,816 492,430 357.87
54. Time Capital Foodtech Advisors LP February 18, 2022 Series K CCPS 803 1,376.00 1,104,928 492,430 357.87
55. IIFL Special Opportunities Fund – Series January 3, 2022 Bonus CCPS 4,057,200 1 4,057,200 - -
8[1] 3,045 1,376.00 4,189,920 492,430 357.87
Series K CCPS
February 1, 2022
56. IIFL Monopolistic Market Intermediaries February 1, 2022 Series K CCPS 2,031 1,376.00 2,794,656 492,430 357.87
Fund
57. The Ramco Cements Limited August 29, 2023 Series K-1 CCPS 2,407,244 1 2,407,244 N.A.(2) N.A.
58. Ramco Industries Limited August 29, 2023 Series K-1 CCPS 2,195,777 1 2,195,777 N.A.(2) N.A.
59. Ramco Industrial and Technology Services 90,789 1 90,789 N.A.(2) N.A.
Series K-1 CCPS
Limited August 29, 2023
60. Rajapalayam Mills Limited August 29, 2023 Series K-1 CCPS 585,723 1 585,723 N.A.(2) N.A.
61. P.V. Abinav Ramasubramaniam Raja August 29, 2023 Series K-1 CCPS 6,757 1 6,757 N.A.(2) N.A.
62. P.R.Venketrama Raja August 29, 2023 Series K-1 CCPS 3,593,671 1 3,593,671 N.A.(2) N.A.
63. Anuj Lal (jointly with Sharmishta Niranthari August 29, 2023 Series K-1 CCPS 30,266 1 30,266 N.A.(2) N.A.
Lal)
64. Inder Soni August 29, 2023 Series K-1 CCPS 28,555 1 28,555 N.A.(2) N.A.
65. Lynks Shareholders’ Trust August 29, 2023 Series K-1 CCPS 1,782,918 1 1,782,918 N.A.(2) N.A.
66. Swiggy Liquidity Trust January 3, 2022 Bonus CCPS 2,760,800 1 2,760,800 - -
67. Catalyst Trusteeship Limited January 3, 2022 Bonus CCPS 3,476,200 1 3,476,200 - -
68. For details of Shareholders of CCPS who N.A. N.A. 1,401.00 79,883,619 N.A. N.A.
were allotted Equity Shares pursuant to
Conversion of Series
conversion of Series A CCPS, for details of
A CCPS into Equity
allottees, please see
Shares.
https://www.swiggy.com/corporate/investor-
relations/.
69. For details of Shareholders of CCPS who N.A. Conversion of Series N.A. 1,401.00 104,220,390 N.A. N.A.
were allotted Equity Shares pursuant to B CCPS into Equity
conversion of Series B CCPS, for details of Shares.
allottees, please see
https://www.swiggy.com/corporate/investor-
relations/.
70. For details of Shareholders of CCPS who N.A. Conversion of Series N.A. 1,401.00 156,584,166 N.A. N.A.
were allotted Equity Shares pursuant to C CCPS into Equity
conversion of Series C CCPS, for details of Shares.
allottees, please see
https://www.swiggy.com/corporate/investor-
relations/.
71. For details of Shareholders of CCPS who N.A. Conversion of Series N.A. 1,401.00 41,739,993 N.A. N.A.
were allotted Equity Shares pursuant to D CCPS into Equity
103
S. Name of the Shareholder Date of Nature of preference Number of Conversion Number of Equity Acquisition Estimated
No. acquisition of shares acquired preference ratio (per Shares to be allotted/ price per Price per
preference shares shares preference allotted post preference Equity
acquired share) conversion* shares (in Shares (based
₹)* on
conversion)
(in ₹)*
conversion of Series D CCPS, for details of Shares.
allottees, please see
https://www.swiggy.com/corporate/investor-
relations/.
72. For details of Shareholders of CCPS who N.A. Conversion of Series N.A. 1,401.00 144,241,356 N.A. N.A.
were allotted Equity Shares pursuant to E CCPS into Equity
conversion of Series E CCPS, for details of Shares.
allottees, please see
https://www.swiggy.com/corporate/investor-
relations/.
73. For details of Shareholders of CCPS who N.A. Conversion of Series N.A. 1,401.00 112,472,280 N.A. N.A.
were allotted Equity Shares pursuant to F CCPS into Equity
conversion of Series F CCPS, for details of Shares.
allottees, please see
https://www.swiggy.com/corporate/investor-
relations/.
74. For details of Shareholders of CCPS who N.A. Conversion of Series N.A. 1,401.00 166,499,043 N.A. N.A.
were allotted Equity Shares pursuant to G CCPS into Equity
conversion of Series G CCPS, for details of Shares.
allottees, please see
https://www.swiggy.com/corporate/investor-
relations/.
75. For details of Shareholders of CCPS who N.A. Conversion of Series N.A. 1,401.00 347,047,314 N.A. N.A.
were allotted Equity Shares pursuant to H CCPS into Equity
conversion of Series H CCPS, for details of Shares.
allottees, please see
https://www.swiggy.com/corporate/investor-
relations/.
76. For details of Shareholders of CCPS who N.A. Conversion of Series I N.A. 1,401.00 59,825,502 N.A. N.A.
were allotted Equity Shares pursuant to CCPS into Equity
conversion of Series I CCPS, for details of Shares.
allottees, please see
https://www.swiggy.com/corporate/investor-
relations/.
77. For details of Shareholders of CCPS who N.A. Conversion of Series N.A. 1,401.00 182,316,333 N.A. N.A.
were allotted Equity Shares pursuant to I-2 CCPS into Equity
conversion of Series I-2 CCPS, for details of Shares.
allottees, please see
https://www.swiggy.com/corporate/investor-
relations/.
78. For details of Shareholders of CCPS who N.A. Conversion of Series N.A. 1,401.00 140,433,438 N.A. N.A.
were allotted Equity Shares pursuant to J CCPS into Equity
conversion of Series J CCPS, for details of Shares.
104
S. Name of the Shareholder Date of Nature of preference Number of Conversion Number of Equity Acquisition Estimated
No. acquisition of shares acquired preference ratio (per Shares to be allotted/ price per Price per
preference shares shares preference allotted post preference Equity
acquired share) conversion* shares (in Shares (based
₹)* on
conversion)
(in ₹)*
allottees, please see
https://www.swiggy.com/corporate/investor-
relations/.
79. For details of Shareholders of CCPS who N.A. Conversion of Series N.A. 1,401.00 172,898,811 N.A. N.A.
were allotted Equity Shares pursuant to J-2 CCPS into Equity
conversion of Series J-2 CCPS, for details of Shares.
allottees, please see
https://www.swiggy.com/corporate/investor-
relations/.
80. For details of Shareholders of CCPS who N.A. Conversion of Bonus N.A. 1 111,920,000 N.A. N.A.
were allotted Equity Shares pursuant to CCPS into Equity
conversion of Bonus CCPS, for details of Shares.
allottees, please see
https://www.swiggy.com/corporate/investor-
relations/.
81. For details of Shareholders of CCPS who N.A. Conversion of Bonus N.A. 1.6 63,298,600 N.A. N.A.
were allotted Equity Shares pursuant to CCPS into Equity
conversion of Bonus CCPS, for details of Shares.
allottees, please see
https://www.swiggy.com/corporate/investor-
relations/.
82. For details of Shareholders of CCPS who N.A. Conversion of Series N.A. 1,376.00 131,216,736 N.A. N.A.
were allotted Equity Shares pursuant to K CCPS into Equity
conversion of Series K CCPS, for details of Shares.
allottees, please see
https://www.swiggy.com/corporate/investor-
relations/.
83. For details of Shareholders of CCPS who N.A. Conversion of Series N.A. 1 8,710,462 N.A. N.A.
were allotted Equity Shares pursuant to K-1 CCPS into Equity
conversion of Series K-1 CCPS, for details of Shares.
allottees, please see
https://www.swiggy.com/corporate/investor-
relations/.
* As certified by Manian and Rao, Independent Chartered Accountant by way of their certificate dated November 8, 2024.
(1) Pursuant to a resolution passed by our Board dated May 19, 2015, and a special resolution passed by our Shareholders at an EGM on May 19, 2015, the series A CCPS of face value of ₹100 each were sub-divided into compulsorily
convertible preference shares of face value of ₹10 each. Accordingly, the issued, subscribed and paid-up series A CCPS capital of our Company, comprising 6,134 series A CCPS of face value of ₹100 each was sub-divided into
61,340 issued, subscribed and paid-up Series A CCPS.
(2) Pursuant to the share subscription and purchase agreement dated July 12, 2023 as amended by the amendment agreement dated August 25, 2023, entered into among our Company, Lynks Logistics Limited, P.R. Venketrama Raja,
P.V. Abinav Ramasubramaniam Raja, The Ramco Cements Limited, Ramco Industries Limited, Ramco Industrial and Technology Services Limited, Rajapalayam Mills Limited, Anuj Lal, Sharmishta Niranthari Lal, Inder Soni, G.
Ramanarayanan and Shekhar Bhende, our Company allotted 10,721,700 Series K-1 CCPS as consideration for the purchase of 100% of the equity share capital of our wholly owned Subsidiary, Lynks Logistics Limited.
105
2. Shares issued for consideration other than cash or by way of bonus issue or out of revaluation reserves
Except as disclosed below, our Company has not issued any specified securities through bonus issue or for
consideration other than cash or out of the revaluation reserves since its incorporation as on the date of this Prospectus:
Date of allotment Number of Face value per Nature of Reason for allotment Benefits accrued to
securities allotted security (₹) Consideration our Company
Equity Shares
October 14, 2021 6,737 1 Other than Cash Allotment pursuant to Value addition through
exercise of sweat equity technical know-how
with respect to the
Instamart business
February 2, 2022 8,446,200 1 N.A. Allotment pursuant to -
conversion of Bonus CCPS
in the ratio of 1 Equity
Share for each Bonus CCPS
held
July 1, 2022 18,011,135** 1 Other than Cash Allotment pursuant to Acquisition of the
acquisition of DineOut DineOut business from
from Times Internet Times Internet Limited
Limited
April 3, 2024 5,000,000 1 N.A. Allotment pursuant to -
conversion of Bonus CCPS
in the ratio of 1.6 Equity
Share for each Bonus CCPS
held
April 3, 2024 1,700,000 1 N.A. Allotment pursuant to -
conversion of Bonus CCPS
in the ratio of 1 Equity
Share for each Bonus CCPS
held
June 17, 2024 1,325,346 1 N.A. Allotment pursuant to -
conversion of Series I
CCPS in the ratio of 1401
Equity Share for each
Series I CCPS held
July 19, 2024 2,536,800 1 N.A. Allotment pursuant to -
conversion of Bonus CCPS
in the ratio of 1 Equity
Share for each Bonus CCPS
held
July 31, 2024 1,535,000 1 N.A. Allotment pursuant to -
conversion of Bonus CCPS
in the ratio of 1 Equity
Share for each Bonus CCPS
held
July 31, 2024 2,898,669 1 N.A. Allotment pursuant to -
conversion of Series I
CCPS in the ratio of 1401
Equity Share for each
Series I CCPS held
July 31, 2024 2,011,238 1 N.A. Allotment pursuant to -
conversion of Series K1
CCPS in the ratio of 1
Equity Share for each
Series K1 CCPS held
September 10, 20,000,000 1 N.A. Allotment pursuant to -
2024 conversion of Bonus CCPS
in the ratio of 1.6 Equity
Share for each Bonus CCPS
held
September 10, 14,000 1 N.A. Allotment pursuant to -
2024 conversion of Bonus CCPS
in the ratio of 1 Equity
Share for each Bonus CCPS
held
September 10, 2,689,920 1 N.A. Allotment pursuant to -
2024 conversion of Series I
CCPS in the ratio of 1401
106
Date of allotment Number of Face value per Nature of Reason for allotment Benefits accrued to
securities allotted security (₹) Consideration our Company
Equity Share for each
Series I CCPS held
September 16, 6,053,721 1 N.A. Allotment pursuant to -
2024 conversion of Series A
CCPS in the ratio of 1401
Equity Share for each
Series A CCPS held
September 16, 13,946,955 1 N.A. Allotment pursuant to -
2024 conversion of Series B
CCPS in the ratio of 1401
Equity Share for each
Series B CCPS held
September 16, 4,516,824 1 N.A. Allotment pursuant to -
2024 conversion of Series I2
CCPS in the ratio of 1401
Equity Share for each
Series I2 CCPS held
October 16, 2024 79,883,619 1 N.A. Allotment pursuant to -
conversion of Series A
CCPS in the ratio of 1,401
Equity Shares for each
Series A CCPS held
October 16, 2024 104,220,390 1 N.A. Allotment pursuant to -
conversion of Series B
CCPS in the ratio of 1,401
Equity Shares for each
Series B CCPS held
October 16, 2024 156,584,166 1 N.A. Allotment pursuant to -
conversion of Series C
CCPS in the ratio of 1,401
Equity Shares for each
Series C CCPS held
October 16, 2024 41,739,993 1 N.A. Allotment pursuant to -
conversion of Series D
CCPS in the ratio of 1,401
Equity Shares for each
Series D CCPS held
October 16, 2024 144,241,356 1 N.A. Allotment pursuant to -
conversion of Series E
CCPS in the ratio of 1,401
Equity Shares for each
Series E CCPS held
October 16, 2024 112,472,280 1 N.A. Allotment pursuant to -
conversion of Series F
CCPS in the ratio of 1,401
Equity Shares for each
Series F CCPS held
October 16, 2024 166,499,043 1 N.A. Allotment pursuant to -
conversion of Series G
CCPS in the ratio of 1,401
Equity Shares for each
Series G CCPS held
October 16, 2024 347,047,314 1 N.A. Allotment pursuant to -
conversion of Series H
CCPS in the ratio of 1,401
Equity Shares for each
Series H CCPS held
October 16, 2024 59,825,502 1 N.A. Allotment pursuant to -
conversion of Series I
CCPS in the ratio of 1,401
Equity Shares for each
Series I CCPS held
October 16, 2024 182,316,333 1 N.A. Allotment pursuant to -
conversion of Series I-2
CCPS in the ratio of 1,401
Equity Shares for each
Series I-2 CCPS held
107
Date of allotment Number of Face value per Nature of Reason for allotment Benefits accrued to
securities allotted security (₹) Consideration our Company
October 16, 2024 140,433,438 1 N.A. Allotment pursuant to -
conversion of Series J
CCPS in the ratio of 1,401
Equity Shares for each
Series J CCPS held
October 16, 2024 172,898,811 1 N.A. Allotment pursuant to -
conversion of Series J-2
CCPS in the ratio of 1,401
Equity Shares for each
Series J-2 CCPS held
October 16, 2024 131,216,736 1 N.A. Allotment pursuant to -
conversion of Series K
CCPS in the ratio of 1,376
Equity Shares for each
Series K CCPS held
October 16, 2024 8,710,462 1 N.A. Allotment pursuant to -
conversion of Series K-I
CCPS in the ratio of 1
Equity Shares for each
Series K-I CCPS held
October 17, 2024 111,920,000 1 N.A. Allotment pursuant to -
conversion of Bonus CCPS
in the ratio of 1.6 Equity
Shares for each Bonus
CCPS held
October 17, 2024 63,298,600 1 N.A. Allotment pursuant to -
conversion of Bonus CCPS
in the ratio of 1 Equity
Shares for Bonus CCPS
held
CCPS
January 3, 2022 163,105,600^ 1,000 N.A. Allotment of Bonus CCPS -
in the ratio of 1,400 Bonus
CCPS for every 1 Equity
Share held
August 29, 2023 10,721,700^* 10 Other than Cash Allotment of 2,407,244 Acquisition of Lynks
Series K-1 CCPS to The Logistics Limited from
Ramco Cements Limited, the shareholders of
2,195,777 Series K-1 CCPS Lynks Logistics
to Ramco Industries Limited
Limited, 90,789 Series K-1
CCPS to Ramco Industrial
and Technology Services
Limited, 585,723 Series K-
1 CCPS to Rajapalayam
Mills Limited, 6,757 Series
K-1 CCPS to P.V. Abinav
Ramasubramaniam Raja,
3,593,671 Series K-1 CCPS
to P.R. Venketrama Raja,
1,782,918 Series K-1 CCPS
to Lynks Shareholders'
Trust, 30,266 Series K-1
CCPS to Anuj Lal (jointly
with Sharmishta Niranthari
Lal), and 28,555 Series K-1
CCPS to Inder Soni
^ Pursuant to the resolution dated February 2, 2022, passed by our Board, 8,446,200 Bonus CCPS were converted into Equity Shares in the ratio
of 1 Equity Share for each Bonus CCPS, pursuant to resolution dated April 3, 2024, passed by our Board, 1,700,000 Bonus CCPS were converted
into Equity Shares in the ratio of 1 Equity Share for each Bonus CCPS and 3,125,000 Bonus CCPS were converted into 5,000,000 Equity Shares in
the ratio of 1.6 Equity Shares for each bonus CCPS and pursuant to the resolution dated July 19, 2024, passed by our Committee of Board, 25,36,800
Bonus CCPS were converted into Equity Shares in the ratio of 1 Equity Share for each Bonus CCPS, pursuant to the resolution dated July 31, 2024,
passed by our Committee of Board, 15,35,000 Bonus CCPS were converted into Equity Shares in the ratio of 1 Equity Share for each Bonus CCPS,
and 20,11,238 Series K-1 CCPS were converted into Equity Shares in the ratio of 1 Equity Share for each Series K-1 CCPS.
* Pursuant to the share subscription and purchase agreement dated July 12, 2023 as amended by the amendment agreement dated August 25, 2023,
entered into by and between our Company, Lynks Logistics Limited, P.R. Venketrama Raja, P.V. Abinav Ramasubramaniam Raja, The Ramco
Cements Limited, Ramco Industries Limited, Ramco Industrial and Technology Services Limited, Rajapalayam Mills Limited, Anuj Lal, Sharmishta
Niranthari Lal, Inder Soni, G. Ramanarayanan and Shekhar Bhende, our Company allotted 10,721,700 Series K-1 CCPS as a consideration for the
purchase of 100% of the equity share capital of our wholly owned Subsidiary, Lynks Logistics Limited.
108
** Pursuant to the business transfer agreement dated May 12, 2022, as amended by the amendment agreement dated July 1, 2022, entered into by
and among our Company, Times Internet Limited, Nikhil Bakshi, Vivek Kapoor, Sahil Jain and Ankit Mehrotra, DineOut was transferred by Times
Internet Limited to our Company as a going concern on a slump sale exchange basis.
For further details in relation to the allotments, see “– Notes to the Capital Structure” on page 93.
3. Issue of shares under Sections 391 to 394 of the Companies Act, 1956 or Sections 230 to 234 of the Companies
Act, 2013
Our Company has not allotted any equity shares or CCPS pursuant to any scheme approved under Sections 391 to 394
of the Companies Act, 1956 or Sections 230 to 234 of the Companies Act, 2013.
4. Issue of equity shares under employee stock option schemes
Except pursuant to the exercise of employee stock options granted pursuant to the Employee Stock Option Plans, our
Company has not issued any equity shares under employee stock option schemes. See “– Notes to the Capital Structure
– Share capital history of our Company – Equity Share capital history” above.
5. Issue of specified securities at a price lower than the Offer Price in the last one year
Except as mentioned above under “– Notes to the Capital Structure” on page 93, our Company has not issued any
Equity Shares or CCPS at a price which may be lower than the Offer Price during a period of one year preceding the
date of this Prospectus.
6. All issuances and allotment of Equity Shares by the Company since incorporation have been undertaken in compliance
with the Companies Act.
109
7. History of share capital held by the Selling Shareholders in our Company
A. Build-up of the equity shareholding of the Selling Shareholders
The details regarding the build-up of the equity shareholding of the Selling Shareholders in our Company since incorporation is set forth in the table below:
Name of the Selling Date of allotment/ Number of Nature of transaction Nature of Face value Issue price/ Percentage of the Percentage
Shareholder transfer equity shares consideration per equity transfer pre-Offer capital of the post-
allotted / share (₹) price per (%) on fully Offer capital
transferred equity share diluted basis# (%) on fully
(₹)# diluted basis
MIH India Food Holdings B.V. January 11, 2019 310 Transfer Cash 1 231,326.00 0.00% 0.00%
January 11, 2019 310 Transfer Cash 1 231,326.00 0.00% 0.00%
February 11, 2019 36 Transfer Cash 1 231,326.00 0.00% 0.00%
March 31, 2021 10 Transfer Cash 1 2,43,637.21 0.00% 0.00%
September 27, 2018 10 Transfer Cash 1 50,501.62 0.00% 0.00%
February 2, 2022 946,400 Conversion of Bonus CCPS Non-cash 1 - 0.04% 0.04%
October 16, 2024 26,181,888 Conversion of Series A CCPS Non-cash 1 - 1.17% 1.11%
October 16, 2024 17,064,180 Conversion of Series B CCPS Non-cash 1 - 0.76% 0.73%
October 16, 2024 10,475,277 Conversion of Series C CCPS Non-cash 1 - 0.47% 0.45%
October 16, 2024 26,331,795 Conversion of Series D CCPS Non-cash 1 - 1.18% 1.12%
October 16, 2024 113,136,354 Conversion of Series E CCPS Non-cash 1 - 5.07% 4.82%
October 16, 2024 67,491,774 Conversion of Series F CCPS Non-cash 1 - 3.02% 2.87%
October 16, 2024 56,690,064 Conversion of Series G CCPS Non-cash 1 - 2.54% 2.41%
October 16, 2024 210,400,779 Conversion of Series H CCPS Non-cash 1 - 9.42% 8.96%
October 16, 2024 42,268,170 Conversion of Series I CCPS Non-cash 1 - 1.89% 1.80%
October 16, 2024 65,946,471 Conversion of Series I-2 CCPS Non-cash 1 - 2.95% 2.81%
October 16, 2024 48,212,613 Conversion of Series J CCPS Non-cash 1 - 2.16% 2.05%
October 16, 2024 5,309,984 Conversion of Series K CCPS Non-cash 1 - 0.24% 0.23%
Sriharsha Majety December 23, 2013 68,750 Allotment Cash 1 1.00 0.00% 0.00%
October 8, 2014 (13,750) Transfer Cash 1 1.00 0.00% 0.00%
February 11, 2019 (63) Transfer Cash 1 231,326.00 0.00% 0.00%
February 11, 2019 (36) Transfer Cash 1 231,326.00 0.00% 0.00%
March 1, 2019 (176) Transfer Cash 1 231,326.00 0.00% 0.00%
March 1, 2019 (35) Transfer Cash 1 231,326.00 0.00% 0.00%
April 7, 2021 (302) Transfer Cash 1 3,314.58 0.00% 0.00%
October 14, 2021 6,737 Allotment Non-cash 1 - 0.00% 0.00%
April 3, 2024 5,000,000 Conversion of Bonus CCPS Non-cash 1 - 0.22% 0.21%
May 2, 2024 (1,000,000) Transfer Cash 1 340.00 (0.04)% (0.04)%
May 2, 2024 (285,715) Transfer Cash 1 350.00 (0.01)% (0.01)%
May 2, 2024 (285,715) Transfer Cash 1 350.00 (0.01)% (0.01)%
110
Name of the Selling Date of allotment/ Number of Nature of transaction Nature of Face value Issue price/ Percentage of the Percentage
Shareholder transfer equity shares consideration per equity transfer pre-Offer capital of the post-
allotted / share (₹) price per (%) on fully Offer capital
transferred equity share diluted basis# (%) on fully
(₹)# diluted basis
July 18, 2024 (580,000) Transfer Cash 1 345.00 (0.03)% (0.02)%
July 18, 2024 (290,000) Transfer Cash 1 345.00 (0.01)% (0.01)%
July 18, 2024 (290,000) Transfer Cash 1 345.00 (0.01)% (0.01)%
July 19, 2024 (290,000) Transfer Cash 1 345.00 (0.01)% (0.01)%
July 22, 2024 (870,000) Transfer Cash 1 345.00 (0.04)% (0.04)%
July 22, 2024 (415,000) Transfer Cash 1 345.00 (0.02)% (0.02)%
July 25, 2024 (725,000) Transfer Cash 1 345.00 (0.03)% (0.03)%
September 10, 2024 2,00,00,000 Conversion of Bonus CCPS Non-cash 1 - 0.90% 0.85%
September 20, 2024 (636,972) Transfer Cash 1 345.00 (0.03)% (0.03)%
September 23, 2024 (29,695) Transfer Cash 1 345.00 0.00% 0.00%
October 11, 2024 (19,279,695) Transfer Cash 1 - (0.86)% (0.82)%
October 17, 2024 111,920,000 Conversion of Bonus CCPS Non-cash 1 - 5.01% 4.77%
Lakshmi Nandan Reddy Obul December 23, 2013 31,250 Allotment Cash 1 1.00 0.00% 0.00%
October 8, 2014 (6,250) Transfer Cash 1 1.00 (0.00)% (0.00)%
January 11, 2019 (310) Transfer Cash 1 231,326.00 0.00% 0.00%
April 7, 2021 (603) Transfer Cash 1 3,314.58 0.00% 0.00%
April 3, 2024 1,700,000 Conversion of Bonus CCPS Non-cash 1 - 0.08% 0.07%
July 19, 2024 (435,000) Transfer Cash 1 345.00 (0.02)% (0.02)%
July 22, 2024 (165,000) Transfer Cash 1 345.00 (0.01)% (0.01)%
July 22, 2024 (435,000) Transfer Cash 1 345.00 (0.02)% (0.02)%
July 24, 2024 (145,000) Transfer Cash 1 345.00 (0.01)% (0.01)%
July 24, 2024 (145,000) Transfer Cash 1 345.00 (0.01)% (0.01)%
July 24, 2024 (87,000) Transfer Cash 1 345.00 0.00% 0.00%
July 24, 2024 (58,000) Transfer Cash 1 345.00 0.00% 0.00%
July 31, 2024 1,500,000 Conversion of Bonus CCPS Non-cash 1 - 0.07% 0.06%
August 13, 2024 (579,710) Transfer Cash 1 345.00 (0.03)% (0.02)%
August 13, 2024 (289,855) Transfer Cash 1 345.00 (0.01)% (0.01)%
August 13, 2024 (289,855) Transfer Cash 1 345.00 (0.01)% (0.01)%
August 13, 2024 (289,855) Transfer Cash 1 345.00 (0.01)% (0.01)%
October 17, 2024 30,521,800 Conversion of Bonus CCPS Non-cash 1 - 1.37% 1.30%
Rahul Jaimini October 8, 2014 13,750 Transfer Cash 1 1.00 0.00% 0.00%
October 8, 2014 6,250 Transfer Cash 1 1.00 0.00% 0.00%
January 11, 2019 (310) Transfer Cash 1 231,326.00 0.00% 0.00%
April 7, 2021 (1,493) Transfer Cash 1 241,050.00 0.00% 0.00%
November 23, 2021 (15) Transfer Cash 1 241,050.00 0.00% 0.00%
October 17, 2024 25,454,800 Conversion of Bonus CCPS Non-cash 1 - 1.14% 1.08%
Elevation Capital V Limited February 6, 2015 1,000 Allotment Cash 1 1,894.24 0.00% 0.00%
111
Name of the Selling Date of allotment/ Number of Nature of transaction Nature of Face value Issue price/ Percentage of the Percentage
Shareholder transfer equity shares consideration per equity transfer pre-Offer capital of the post-
allotted / share (₹) price per (%) on fully Offer capital
transferred equity share diluted basis# (%) on fully
(₹)# diluted basis
February 2, 2022 1,400,000 Conversion of Bonus CCPS Non-cash 1 - 0.06% 0.06%
October 16, 2024 16,904,466 Conversion of Series B CCPS Non-cash 1 - 0.76% 0.72%
October 16, 2024 37,227,372 Conversion of Series C CCPS Non-cash 1 - 1.67% 1.59%
October 16, 2024 2,797,797 Conversion of Series D CCPS Non-cash 1 - 0.13% 0.12%
October 16, 2024 10,819,923 Conversion of Series E CCPS Non-cash 1 - 0.48% 0.46%
Accel India IV (Mauritius) Ltd. April 24, 2015 1,000 Allotment Cash 1 1,894.24 0.00% 0.00%
October 16, 2024 32,122,128 Conversion of Series A CCPS Non-cash 1 - 1.44% 1.37%
October 16, 2024 23,592,840 Conversion of Series B CCPS Non-cash 1 - 1.06% 1.00%
October 16, 2024 36,362,955 Conversion of Series C CCPS Non-cash 1 - 1.63% 1.55%
October 16, 2024 2,596,053 Conversion of Series D CCPS Non-cash 1 - 0.12% 0.11%
October 16, 2024 9,015,435 Conversion of Series E CCPS Non-cash 1 - 0.40% 0.38%
October 17, 2024 1,400,000 Conversion of Bonus CCPS Non-cash 1 - 0.06% 0.06%
Norwest Venture Partners VII-A June 5, 2015 10 Allotment Cash 1 12,043.51 0.00% 0.00%
Mauritius February 2, 2022 14,000 Conversion of Bonus CCPS Non-cash 1 - 0.00% 0.00%
October 16, 2024 15,951,786 Conversion of Series B CCPS Non-cash 1 - 0.71% 0.68%
October 16, 2024 43,171,815 Conversion of Series C CCPS Non-cash 1 - 1.93% 1.84%
October 16, 2024 2,429,334 Conversion of Series D CCPS Non-cash 1 - 0.11% 0.10%
October 16, 2024 9,015,435 Conversion of Series E CCPS Non-cash 1 - 0.40% 0.38%
DST EuroAsia V B.V. July 5, 2018 10 Allotment Cash 1 119,256.00 0.00% 0.00%
October 16, 2024 28,118,070 Conversion of Series G CCPS Non-cash 1 - 1.26% 1.20%
October 16, 2024 8,681,997 Conversion of Series H CCPS Non-cash 1 - 0.39% 0.37%
October 17, 2024 14,000 Conversion of Bonus CCPS Non-cash 1 - 0.00% 0.00%
DST Asia VI January 11, 2019 10 Allotment Cash 1 231,326.00 0.00% 0.00%
October 16, 2024 6,740,211 Conversion of Series H CCPS Non-cash 1 - 0.30% 0.29%
October 17, 2024 14,000 Conversion of Bonus CCPS Non-cash 1 - 0.00% 0.00%
Apoletto Asia Limited June 5, 2015 10 Allotment Cash 1 12,043.51 0.00% 0.00%
October 16, 2024 10,566,342 Conversion of Series C CCPS Non-cash 1 - 0.47% 0.45%
October 16, 2024 528,177 Conversion of Series D CCPS Non-cash 1 - 0.02% 0.02%
October 17, 2024 14,000 Conversion of Bonus CCPS Non-cash 1 - 0.00% 0.00%
Harmony Partners (Mauritius) December 31, 2015 10 Allotment Cash 1 24,839.00 0.00% 0.00%
Ltd. February 2, 2022 14,000 Conversion of Bonus CCPS Non-cash 1 - 0.00% 0.00%
October 16, 2024 5,772,120 Conversion of Series C CCPS Non-cash 1 - 0.26% 0.25%
October 16, 2024 2,254,209 Conversion of Series E CCPS Non-cash 1 - 0.10% 0.10%
Times Internet Limited July 1, 2022 18,011,135 Allotment Non-cash* 1 357.87 0.81% 0.77%
April 1, 2024 (3,600,000) Transfer Cash 1 236.00 (0.16)% (0.15)%
October 16, 2024 (8,303,493) Transfer Cash 1 360 (0.37)% (0.35)%
Samina Hamied March 1, 2021 252 Allotment Cash 1 198,349.00 0.00% 0.00%
112
Name of the Selling Date of allotment/ Number of Nature of transaction Nature of Face value Issue price/ Percentage of the Percentage
Shareholder transfer equity shares consideration per equity transfer pre-Offer capital of the post-
allotted / share (₹) price per (%) on fully Offer capital
transferred equity share diluted basis# (%) on fully
(₹)# diluted basis
February 2, 2022 352,800 Conversion of Bonus CCPS Non-cash 1 - 0.02% 0.02%
Inspired Elite Investments February 8, 2018 10 Allotment Cash 1 79,833.61 0.00% 0.00%
Limited December 29, 2021 (10) Transfer Cash 1 492,430.00 0.00% 0.00%
October 16, 2024 32,655,909 Conversion of Series F CCPS Non-cash 1 - 1.46% 1.39%
Tencent Cloud Europe B.V. January 11, 2019 10 Allotment Cash 1 231,326.00 0.00% 0.00%
March 1, 2019 176 Transfer Cash 1 231,326.00 0.00% 0.00%
December 29, 2021 (186) Transfer Cash 1 492,430.00 0.00% 0.00%
October 16, 2024 6,167,202 Conversion of Series A CCPS Non-cash 1 - 0.28% 0.26%
October 16, 2024 4,111,935 Conversion of Series B CCPS Non-cash 1 - 0.18% 0.18%
October 16, 2024 2,605,860 Conversion of Series C CCPS Non-cash 1 - 0.12% 0.11%
October 16, 2024 3,314,766 Conversion of Series D CCPS Non-cash 1 - 0.15% 0.14%
October 16, 2024 56,519,142 Conversion of Series H CCPS Non-cash 1 - 2.53% 2.41%
October 16, 2024 8,453,634 Conversion of Series I CCPS Non-cash 1 - 0.38% 0.36%
HH BTPL Holdings II Pte. Ltd. January 11, 2019 10 Allotment Cash 1 231,326.00 0.00% 0.00%
January 11, 2019 63 Transfer Cash 1 231,326.00 0.00% 0.00%
December 29, 2021 (73) Transfer Cash 1 492,430.00 0.00% 0.00%
October 16, 2024 2,199,570 Conversion of Series A CCPS Non-cash 1 - 0.10% 0.09%
October 16, 2024 1,465,446 Conversion of Series B CCPS Non-cash 1 - 0.07% 0.06%
October 16, 2024 930,264 Conversion of Series C CCPS Non-cash 1 - 0.04% 0.04%
October 16, 2024 1,182,444 Conversion of Series D CCPS Non-cash 1 - 0.05% 0.05%
October 16, 2024 20,151,984 Conversion of Series H CCPS Non-cash 1 - 0.90% 0.86%
Coatue PE Asia XI LLC July 5, 2018 10 Allotment Cash 1 119,256.00 0.00% 0.00%
October 4, 2024 (10) Transfer Cash 1 330 0.00% 0.00%
October 16, 2024 32,000,241 Conversion of Series G CCPS Non-cash 1 - 1.43% 1.36%
October 16, 2024 10,196,478 Conversion of Series H CCPS Non-cash 1 - 0.46% 0.43%
October 17, 2024 14,000 Conversion of Bonus CCPS Non-cash 1 - 0.00% 0.00%
Alpha Wave Ventures, LP October 16, 2024 18,991,956 Conversion of Series J CCPS Non-cash 1 - 0.85% 0.81%
Goldman Sachs Asia Strategic 0.07%
October 16, 2024 1,730,235 Conversion of Series J CCPS Non-cash 1 - 0.08%
Pte. Ltd.
West Street Global Growth 0.38%
October 16, 2024 8,960,796 Conversion of Series J CCPS Non-cash 1 - 0.40%
Partners (Singapore) Pte. Ltd.
West Street Global Growth 0.04%
Partners Emp (Singapore) Pte. October 16, 2024 836,397 Conversion of Series J CCPS Non-cash 1 - 0.04%
Ltd.
Baron Emerging Markets Fund October 16, 2024 15,931,328 Conversion of Series K CCPS Non-cash 1 - 0.71% 0.68%
Conversion of Series K-1 0.08%
Lynks Shareholders Trust October 16, 2024 1,782,918 Non-cash 1 - 0.08%
CCPS
* Pursuant to the business transfer agreement dated May 12, 2022, as amended by the amendment agreement dated July 1, 2022, entered into by and among our Company, Times Internet Limited, Nikhil Bakshi, Vivek Kapoor,
113
Sahil Jain and Ankit Mehrotra, DineOut was transferred by Times Internet Limited to our Company as a going concern on a slump sale exchange basis.
# As certified by Manian and Rao, Independent Chartered Accountant by way of their certificate dated November 8, 2024.
(The remainder of this page has been left blank intentionally)
114
B. Build-up of the preference share capital of the Selling Shareholders in our Company
As on date of this Prospectus, our Company does not have any outstanding Preference Share capital. The details regarding the build-up of the preference shareholding of the
Selling Shareholders in our Company since incorporation is set forth in the table below:
Name of the Date of allotment/ Number of Nature of preference Nature of Nature of Face value Issue price/ Conversion Number of Estimated
Selling transfer preference shares transaction consideration per transfer price ratio per Equity price per
Shareholder shares acquired/transferred preference per preference preference Shares to be Equity
allotted / share (₹) share (₹) share (₹) allotted / Share
transferred allotted post (based on
conversion# conversion)
(₹)#
MIH India July 26, 2018 2,305 Series A CCPS Transfer Cash 10 119,256.31 1,401 3,229,305 85.12
Food Holdings January 11, 2019 8,641 Series A CCPS Transfer Cash 10 231,326.28 1,401 12,106,041 165.12
B.V. January 11, 2019 7,742 Series A CCPS Transfer Cash 10 231,326.28 1,401 10,846,542 165.12
July 26, 2018 1,259 Series B CCPS Transfer Cash 10 119,256.31 1,401 1,763,859 85.12
January 11, 2019 10,921 Series B CCPS Transfer Cash 10 231,326.28 1,401 15,300,321 165.12
August 7, 2018 552 Series C CCPS Transfer Cash 10 119,256.36 1,401 773,352 85.12
January 11, 2019 2,686 Series C CCPS Transfer Cash 10 231,326.28 1,401 3,763,086 165.12
January 11, 2019 4,239 Series C CCPS Transfer Cash 10 231,326.28 1,401 5,938,839 165.12
July 26, 2018 701 Series D CCPS Transfer Cash 10 119,256.32 1,401 982,101 85.12
January 11, 2019 8,803 Series D CCPS Transfer Cash 10 231,326.28 1,401 12,333,003 165.12
March 31, 2021 9,291 Series D CCPS Transfer Cash 10 119,256.32 1,401 13,016,691 85.12
September 27, 2018 77,215 Series E CCPS Transfer Cash 10 50,501.58 1,401 108,178,215 36.05
March 31, 2021 3,539 Series E CCPS Transfer Cash 10 243,637.21 1,401 4,958,139 173.90
January 16, 2018 48,174 Series F CCPS Allotment Cash 10 79,833.61 1,401 67,491,774 56.98
July 5, 2018 40,464 Series G CCPS Allotment Cash 10 119,256 1,401 56,690,064 85.12
January 11, 2019 150,179 Series H CCPS Allotment Cash 10 231,326 1,401 210,400,779 165.11
February 26, 2020 30,170 Series I CCPS Allotment Cash 10 236,130 1,401 42,268,170 168.54
April 16, 2021 47,071 Series I-2 CCPS Allotment Cash 10 240,275 1,401 65,946,471 171.50
April 30, 2021 34,413 Series J CCPS Allotment Cash 10 264,303 1,401 48,212,613 188.65
January 3, 2022 946,400 Bonus CCPS Allotment Non-cash 1,000 - 1 946,400 -
February 2, 2022 (946,400) Bonus CCPS Conversion Non-cash - - 1 946,400 -
February 18, 2022 3,859 Series K CCPS Allotment Cash 10,000 492,430 1,376 5,309,984 357.87
October 16, 2024 (18,688) Series A CCPS Conversion Non-cash - - 1,401 26,181,888 -
October 16, 2024 (12,180) Series B CCPS Conversion Non-cash - - 1,401 17,064,180 -
October 16, 2024 (7,477) Series C CCPS Conversion Non-cash - - 1,401 10,475,277 -
October 16, 2024 (18,795) Series D CCPS Conversion Non-cash - - 1,401 26,331,795 -
October 16, 2024 (80,754) Series E CCPS Conversion Non-cash - - 1,401 113,136,354 -
October 16, 2024 (48,174) Series F CCPS Conversion Non-cash - - 1,401 67,491,774 -
October 16, 2024 (40,464) Series G CCPS Conversion Non-cash - - 1,401 56,690,064 -
October 16, 2024 (150,179) Series H CCPS Conversion Non-cash - - 1,401 210,400,779 -
October 16, 2024 (30,170) Series I CCPS Conversion Non-cash - - 1,401 42,268,170 -
115
Name of the Date of allotment/ Number of Nature of preference Nature of Nature of Face value Issue price/ Conversion Number of Estimated
Selling transfer preference shares transaction consideration per transfer price ratio per Equity price per
Shareholder shares acquired/transferred preference per preference preference Shares to be Equity
allotted / share (₹) share (₹) share (₹) allotted / Share
transferred allotted post (based on
conversion# conversion)
(₹)#
October 16, 2024 (47,071) Series I-2 CCPS Conversion Non-cash - - 1,401 65,946,471 -
October 16, 2024 (34,413) Series J CCPS Conversion Non-cash - - 1,401 48,212,613 -
October 16, 2024 (3,859) Series K CCPS Conversion Non-cash - - 1,376 5,309,984 -
Sriharsha January 3, 2022 85,575,000 Bonus CCPS Allotment Non-cash 1,000 - 1.6 136,920,000 -
Majety April 3, 2024 (3,125,000) Bonus CCPS Conversion Non-cash - - 1.6 5,000,000 -
September 10, 2024 (1,25,00,000) Bonus CCPS Conversion Non-cash - - 1.6 2,00,00,000 -
October 17, 2024 (69,950,000) Bonus CCPS Conversion Non-cash - - 1.6 111,920,000 -
Lakshmi January 3, 2022 33,721,800 Bonus CCPS Allotment Non-cash 1,000 - 1 33,721,800 -
Nandan Reddy April 3, 2024 (1,700,000) Bonus CCPS Conversion Non-cash - - 1 1,700,000 -
Obul July 31, 2024 (1,500,000) Bonus CCPS Conversion Non-cash - - 1 1,500,000 -
October 17, 2024 (30,521,800) Bonus CCPS Conversion Non-cash - - 1 30,521,800 -
Rahul Jaimini January 3, 2022 25,454,800 Bonus CCPS Allotment Non-cash 1,000 - 1 25,454,800 -
October 17, 2024 (25,454,800) Bonus CCPS Conversion Non-cash - - 1 25,454,800 -
Elevation February 6, 2015 30,670 Series A CCPS Allotment Cash 10 1,894.24 1,401 42,968,670 1.35
Capital V July 26, 2018 (2,305) Series A CCPS Transfer Cash 10 119,256.31 1,401 (3,229,305) 85.12
Limited July 26, 2018 (720) Series A CCPS Transfer Cash 10 119,256.31 1,401 (1,008,720) 85.12
July 26, 2018 (2,305) Series A CCPS Transfer Cash 10 119,256.31 1,401 (3,229,305) 85.12
July 26, 2018 (1,441) Series A CCPS Transfer Cash 10 119,256.31 1,401 (2,018,841) 85.12
January 11, 2019 (4,402) Series A CCPS Transfer Cash 10 231,326.28 1,401 (6,167,202) 165.12
January 11, 2019 (1,570) Series A CCPS Transfer Cash 10 231,326.28 1,401 (2,199,570) 165.12
January 11, 2019 (871) Series A CCPS Transfer Cash 10 231,326.28 1,401 (1,220,271) 165.12
January 11, 2019 (8,641) Series A CCPS Transfer Cash 10 231,326.28 1,401 (12,106,041) 165.12
June 5, 2015 22,021 Series B CCPS Allotment Cash 10 12,043.51 1,401 30,851,421 8.60
December 31, 2015 26,572 Series C CCPS Allotment Cash 10 24,839 1,401 37,227,372 17.73
September 16, 2016 1,997 Series D CCPS Allotment Cash 10 33,581 1,401 2,797,797 23.97
June 15, 2017 7,723 Series E CCPS Allotment Cash 10 50,501.62 1,401 10,819,923 36.05
January 3, 2022 1,400,000 Bonus CCPS Allotment Non-cash 1,000 - 1 1,400,000 0.00
February 2, 2022 (1,400,000) Bonus CCPS Conversion Non-cash - - 1 1,400,000 0.00
August 27, 2024 (4,094) Series A CCPS Transfer Cash 10 472,052 1,401 (5,735,694) 336.94
September 10, 2024 (4,321) Series A CCPS Transfer Cash 10 4,63,410 1,401 (60,53,721) 330.77
September 10, 2024 (479) Series B CCPS Transfer Cash 10 4,63,410 1,401 (6,71,079) 330.77
September 11, 2024 (4,726) Series B CCPS Transfer Cash 10 4,63,410 1,401 (66,21,126) 330.77
September 12, 2024 (4,750) Series B CCPS Transfer Cash 10 4,63,410 1,401 (66,54,750) 330.77
October 16, 2024 (12,066) Series B CCPS Conversion Non-cash - - 1,401 16,904,466 -
October 16, 2024 (26,572) Series C CCPS Conversion Non-cash - - 1,401 37,227,372 -
October 16, 2024 (1,997) Series D CCPS Conversion Non-cash - - 1,401 2,797,797 -
October 16, 2024 (7,723) Series E CCPS Conversion Non-cash - - 1,401 10,819,923 -
116
Name of the Date of allotment/ Number of Nature of preference Nature of Nature of Face value Issue price/ Conversion Number of Estimated
Selling transfer preference shares transaction consideration per transfer price ratio per Equity price per
Shareholder shares acquired/transferred preference per preference preference Shares to be Equity
allotted / share (₹) share (₹) share (₹) allotted / Share
transferred allotted post (based on
conversion# conversion)
(₹)#
Accel India IV April 24, 2015 30,670 Series A CCPS Allotment Cash 10 1,894.24 1,401 42,968,670 1.35
(Mauritius) January 11, 2019 (7,742) Series A CCPS Transfer Cash 10 231,326.28 1,401 (10,846,542) 165.12
Ltd. June 5, 2015 16,840 Series B CCPS Allotment Cash 10 12,043.51 1,401 23,592,840 8.60
December 31, 2015 23,914 Series C CCPS Allotment Cash 10 24,839 1,401 33,503,514 17.73
April 22, 2016 2,041 Series C CCPS Allotment Cash 10 24,839 1,401 2,859,441 17.73
September 16, 2016 1,853 Series D CCPS Allotment Cash 10 33,581 1,401 2,596,053 23.97
June 15, 2017 6,435 Series E CCPS Allotment Cash 10 50,501.62 1,401 9,015,435 36.05
January 3, 2022 1,400,000 Bonus CCPS Allotment Non-cash 1,000 - 1 1,400,000 -
October 16, 2024 (22,928) Series A CCPS Conversion Non-cash - - 1,401 32,122,128 -
October 16, 2024 (16,840) Series B CCPS Conversion Non-cash - - 1,401 23,592,840 -
October 16, 2024 (25,955) Series C CCPS Conversion Non-cash - - 1,401 36,362,955 -
October 16, 2024 (1,853) Series D CCPS Conversion Non-cash - - 1,401 2,596,053 -
October 16, 2024 (6,435) Series E CCPS Conversion Non-cash - - 1,401 9,015,435 -
October 17, 2024 (1,400,000) Bonus CCPS Conversion Non-cash - - 1 1,400,000 -
Norwest June 5, 2015 38,851 Series B CCPS Allotment Cash 10 12,043.51 1,401 54,430,251 8.60
Venture July 26, 2018 (1,259) Series B CCPS Transfer Cash 10 119,256.31 1,401 (1,763,859) 85.12
Partners VII-A July 26, 2018 (393) Series B CCPS Transfer Cash 10 119,256.31 1,401 (550,593) 85.12
Mauritius July 26, 2018 (1,259) Series B CCPS Transfer Cash 10 119,256.31 1,401 (1,763,859) 85.12
July 26, 2018 (787) Series B CCPS Transfer Cash 10 119,256.31 1,401 (1,102,587) 85.12
January 11, 2019 (2,935) Series B CCPS Transfer Cash 10 231,326.28 1,401 (4,111,935) 165.12
January 11, 2019 (1,046) Series B CCPS Transfer Cash 10 231,326.28 1,401 (1,465,446) 165.12
January 11, 2019 (582) Series B CCPS Transfer Cash 10 231,326.28 1,401 (815,382) 165.12
January 11, 2019 (10,921) Series B CCPS Transfer Cash 10 231,326.28 1,401 (15,300,321) 165.12
December 31, 2015 19,929 Series C CCPS Allotment Cash 10 24,839 1,401 27,920,529 17.73
April 22, 2016 10,886 Series C CCPS Allotment Cash 10 24,839 1,401 15,251,286 17.73
September 16, 2016 1,734 Series D CCPS Allotment Cash 10 33,581 1,401 2,429,334 23.97
June 15, 2017 6,435 Series E CCPS Allotment Cash 10 50,501.62 1,401 9,015,435 36.05
January 3, 2022 14,000 Bonus CCPS Allotment Non-cash 1,000 - 1 14,000 -
February 2, 2022 (14,000) Bonus CCPS Conversion Non-cash - - 1 14,000 -
September 19, 2024 (4,326) Series B CCPS Transfer Cash 10 4,62,330 1,401 (60,60,726) 330.00
September 30, 2024 (105) Series B CCPS Transfer Cash 10 4,76,340 1,401 (1,47,105) 340.00
September 30, 2024 (2,150) Series B CCPS Transfer Cash 10 4,65,132 1,401 (30,12,150) 332.00
October 8, 2024 (171) Series B CCPS Transfer Cash 10 4,69,335 1,401 (239,571) 335.00
October 9, 2024 (11) Series B CCPS Transfer Cash 10 4,90,350 1,401 (15,411) 350.00
October 9, 2024 (204) Series B CCPS Transfer Cash 10 4,90,350 1,401 (285,804) 350.00
October 9, 2024 (21) Series B CCPS Transfer Cash 10 4,90,350 1,401 (29,421) 350.00
October 9, 2024 (132) Series B CCPS Transfer Cash 10 4,90,350 1,401 (184,932) 350.00
117
Name of the Date of allotment/ Number of Nature of preference Nature of Nature of Face value Issue price/ Conversion Number of Estimated
Selling transfer preference shares transaction consideration per transfer price ratio per Equity price per
Shareholder shares acquired/transferred preference per preference preference Shares to be Equity
allotted / share (₹) share (₹) share (₹) allotted / Share
transferred allotted post (based on
conversion# conversion)
(₹)#
October 14, 2024 (1,163) Series B CCPS Transfer Cash 10 539,385 1,401 (1,629,363) 385.00
October 16, 2024 (11,386) Series B CCPS Conversion Non-cash - - 1,401 15,951,786 -
October 16, 2024 (30,815) Series C CCPS Conversion Non-cash - - 1,401 43,171,815 -
October 16, 2024 (1,734) Series D CCPS Conversion Non-cash - - 1,401 2,429,334 -
October 16, 2024 (6,435) Series E CCPS Conversion Non-cash - - 1,401 9,015,435 -
DST EuroAsia July 26, 2018 2,305 Series A CCPS Transfer Cash 10 119,256.31 1,401 3,229,305 85.12
V B.V. July 26, 2018 1,259 Series B CCPS Transfer Cash 10 119,256.31 1,401 1,763,859 85.12
August 7, 2018 24 Series C CCPS Transfer Cash 10 119,255.63 1,401 33,624 85.12
August 7, 2018 528 Series C CCPS Transfer Cash 10 119,255.63 1,401 739,728 85.12
July 26, 2018 701 Series D CCPS Transfer Cash 10 119,255.63 1,401 982,101 85.12
July 5, 2018 40,454 Series G CCPS Allotment Cash 10 119,256 1,401 56,676,054 85.12
January 11, 2019 6,197 Series H CCPS Allotment Cash 10 231,326 1,401 8,681,997 165.11
January 3, 2022 14,000 Bonus CCPS Allotment Non-cash 1,000 - 1 14,000 -
October 1, 2024 (2,305) Series A CCPS Transfer Cash 10 459,528 1,401 (3,229,305) 328.00
October 1, 2024 (1,259) Series B CCPS Transfer Cash 10 459,528 1,401 (1,763,859) 328.00
October 1, 2024 (128) Series C CCPS Transfer Cash 10 459,528 1,401 (179,328) 328.00
October 1, 2024 (424) Series C CCPS Transfer Cash 10 458,127 1,401 (594,024) 327.00
October 1, 2024 (701) Series D CCPS Transfer Cash 10 458,127 1,401 (982,101) 327.00
October 1, 2024 (5,047) Series G CCPS Transfer Cash 10 458,127 1,401 (7,070,847) 327.00
October 1, 2024 (3,021) Series G CCPS Transfer Cash 10 467,934 1,401 (4,232,421) 334.00
October 10, 2024 (3,317) Series G CCPS Transfer Cash 10 511,365 1,401 (4,647,117) 365.00
October 10, 2024 (4,424) Series G CCPS Transfer Cash 10 511,365 1,401 (6,198,024) 365.00
October 10, 2024 (3,317) Series G CCPS Transfer Cash 10 511,365 1,401 (4,647,117) 365.00
October 10, 2024 (1,258) Series G CCPS Transfer Cash 10 539,385 1,401 (1,762,458) 385.00
October 16, 2024 (20,070) Series G CCPS Conversion Non-cash - - 1,401 28,118,070 -
October 16, 2024 (6,197) Series H CCPS Conversion Non-cash - - 1,401 8,681,997 -
October 17, 2024 (14,000) Bonus CCPS Conversion Non-cash - - 1 14,000 -
DST Asia VI January 11, 2019 9,432 Series H CCPS Allotment Cash 10 231,326 1,401 13,214,232 165.11
January 3, 2022 14,000 Bonus CCPS Allotment Non-cash 1,000 - 1 14,000 -
October 1, 2024 (554) Series H CCPS Transfer Cash 10 467,934.00 1,401 (776,154) 334.00
October 1, 2024 (677) Series H CCPS Transfer Cash 10 459,528.00 1,401 (948,477) 328.00
October 1, 2024 (1,132) Series H CCPS Transfer Cash 10 458,127.00 1,401 (1,585,932) 327.00
October 10, 2024 (608) Series H CCPS Transfer Cash 10 511,365.00 1,401 (851,808) 365.00
October 10, 2024 (811) Series H CCPS Transfer Cash 10 511,365.00 1,401 (1,136,211) 365.00
October 10, 2024 (608) Series H CCPS Transfer Cash 10 511,365.00 1,401 (851,808) 365.00
October 10, 2024 (231) Series H CCPS Transfer Cash 10 539,385.00 1,401 (323,631) 385.00
October 16, 2024 (4,811) Series H CCPS Conversion Non-cash - - 1,401 6,740,211 -
118
Name of the Date of allotment/ Number of Nature of preference Nature of Nature of Face value Issue price/ Conversion Number of Estimated
Selling transfer preference shares transaction consideration per transfer price ratio per Equity price per
Shareholder shares acquired/transferred preference per preference preference Shares to be Equity
allotted / share (₹) share (₹) share (₹) allotted / Share
transferred allotted post (based on
conversion# conversion)
(₹)#
October 17, 2024 (14,000) Bonus CCPS Conversion Non-cash - - 1 14,000 -
Apoletto Asia June 5, 2015 6,633 Series B CCPS Allotment Cash 10 12,043.51 1,401 9,292,833 8.60
Limited December 31, 2015 2,391 Series C CCPS Allotment Cash 10 24,839 1,401 3,349,791 17.73
April 22, 2016 6,124 Series C CCPS Allotment Cash 10 24,839 1,401 8,579,724 17.73
September 16, 2016 377 Series D CCPS Allotment Cash 10 33,581 1,401 528,177 23.97
January 3, 2022 14,000 Bonus CCPS Allotment Non-cash 1,000 - 1 14,000 -
October 1, 2024 (912) Series B CCPS Transfer Cash 10 467,934 1,401 (1,277,712) 334.00
October 1, 2024 (1,114) Series B CCPS Transfer Cash 10 459,528 1,401 (1,560,714) 328.00
October 1, 2024 (1,863) Series B CCPS Transfer Cash 10 458,127 1,401 (2,610,063) 327.00
October 10, 2024 (1,001) Series B CCPS Transfer Cash 10 511,365 1,401 (1,402,401) 365.00
October 10, 2024 (1,335) Series B CCPS Transfer Cash 10 511,365 1,401 (1,870,335) 365.00
October 10, 2024 (408) Series B CCPS Transfer Cash 10 511,365 1,401 (571,608) 365.00
October 10, 2024 (593) Series C CCPS Transfer Cash 10 511,365 1,401 (830,793) 365.00
October 10, 2024 (380) Series C CCPS Transfer Cash 10 539,385 1,401 (532,380) 385.00
October 16, 2024 (7,542) Series C CCPS Conversion Non-cash - - 1,401 10,566,342 -
October 16, 2024 (377) Series D CCPS Conversion Non-cash - - 1,401 528,177 -
October 17, 2024 (14,000) Bonus CCPS Conversion Non-cash - - 1 14,000 -
Harmony December 31, 2015 10,619 Series C CCPS Allotment Cash 10 24,839 1,401 14,877,219 17.73
Partners August 7, 2018 (552) Series C CCPS Transfer Cash 10 119,256.26 1,401 (773,352) 85.12
(Mauritius) August 7, 2018 (24) Series C CCPS Transfer Cash 10 119,256.26 1,401 (33,624) 85.12
Ltd. August 7, 2018 (345) Series C CCPS Transfer Cash 10 119,256.26 1,401 (483,345) 85.12
January 11, 2019 (1,860) Series C CCPS Transfer Cash 10 231,326.28 1,401 (2,605,860) 165.12
January 11, 2019 (664) Series C CCPS Transfer Cash 10 231,326.28 1,401 (930,264) 165.12
January 11, 2019 (368) Series C CCPS Transfer Cash 10 231,326.28 1,401 (515,568) 165.12
January 11, 2019 (2,686) Series C CCPS Transfer Cash 10 231,326.28 1,401 (3,763,086) 165.12
June 15, 2017 1,609 Series E CCPS Allotment Cash 10 50,501.62 1,401 2,254,209 36.05
January 3, 2022 14,000 Bonus CCPS Allotment Non-cash 1,000 - 1 14,000 -
February 2, 2022 (14,000) Bonus CCPS Conversion Non-cash - - 1 14,000 -
October 16, 2024 (4,120) Series C CCPS Conversion Non-cash - - 1,401 5,772,120 -
October 16, 2024 (1,609) Series E CCPS Conversion Non-cash - - 1,401 2,254,209 -
Alpha Wave April 16, 2021 18,102 Series I-2 CCPS Allotment Cash 10 240,275 1,401 25,360,902 171.50
Ventures LP April 30, 2021 13,714 Series J CCPS Allotment Cash 10 264,303 1,401 19,213,314 188.65
July 5, 2024 (9,090) Series I-2 CCPS Transfer Cash 10 439,914 1,401 (12,735,090) 314.00
August 21, 2024 (243) Series I-2 CCPS Transfer Cash 10 455,325 1,401 (340,443) 325.00
August 21, 2024 (285) Series I-2 CCPS Transfer Cash 10 455,325 1,401 (399,285) 325.00
August 21, 2024 (109) Series I-2 CCPS Transfer Cash 10 455,325 1,401 (152,709) 325.00
August 21, 2024 (153) Series J CCPS Transfer Cash 10 455,325 1,401 (214,353) 325.00
119
Name of the Date of allotment/ Number of Nature of preference Nature of Nature of Face value Issue price/ Conversion Number of Estimated
Selling transfer preference shares transaction consideration per transfer price ratio per Equity price per
Shareholder shares acquired/transferred preference per preference preference Shares to be Equity
allotted / share (₹) share (₹) share (₹) allotted / Share
transferred allotted post (based on
conversion# conversion)
(₹)#
August 21, 2024 (702) Series I-2 CCPS Transfer Cash 10 455,325 1,401 (983,502) 325.00
August 21, 2024 (658) Series I-2 CCPS Transfer Cash 10 455,325 1,401 (921,858) 325.00
August 21, 2024 (384) Series I-2 CCPS Transfer Cash 10 455,325 1,401 (537,984) 325.00
August 22, 2024 (307) Series I-2 CCPS Transfer Cash 10 455,325 1,401 (430,107) 325.00
August 21, 2024 (109) Series I-2 CCPS Transfer Cash 10 455,325 1,401 (152,709) 325.00
August 21, 2024 (164) Series I-2 CCPS Transfer Cash 10 455,325 1,401 (229,764) 325.00
August 21, 2024 (153) Series I-2 CCPS Transfer Cash 10 455,325 1,401 (214,353) 325.00
August 21, 2024 (219) Series I-2 CCPS Transfer Cash 10 455,325 1,401 (306,819) 325.00
August 21, 2024 (219) Series I-2 CCPS Transfer Cash 10 455,325 1,401 (306,819) 325.00
August 21, 2024 (109) Series I-2 CCPS Transfer Cash 10 455,325 1,401 (152,709) 325.00
August 23, 2024 (530) Series I-2 CCPS Transfer Cash 10 455,325 1,401 (742,530) 325.00
August 21, 2024 (109) Series I-2 CCPS Transfer Cash 10 455,325 1,401 (152,709) 325.00
August 21, 2024 (109) Series I-2 CCPS Transfer Cash 10 455,325 1,401 (152,709) 325.00
August 21, 2024 (99) Series I-2 CCPS Transfer Cash 10 455,325 1,401 (138,699) 325.00
August 23, 2024 (109) Series I-2 CCPS Transfer Cash 10 455,325 1,401 (152,709) 325.00
August 23, 2024 (5) Series J CCPS Transfer Cash 10 455,325 1,401 (7,005) 325.00
August 23, 2024 (4,395) Series I-2 CCPS Transfer Cash 10 455,325 1,401 (6,157,395) 325.00
October 16, 2024 (13,556) Series J CCPS Conversion Non-cash - - 1,401 18,991,956 -
Samina January 3, 2022 352,800 Bonus CCPS Allotment Non-cash 1,000 - 1 352,800 -
Hamied February 2, 2022 (352,800) Bonus CCPS Conversion Non-cash - - 1 352,800 -
Inspired Elite July 26, 2018 720 Series A CCPS Transfer Cash 10 119,256.31 1,401 1,008,720 85.12
Investments July 26, 2018 393 Series B CCPS Transfer Cash 10 119,256.30 1,401 550,593 85.12
Limited August 10, 2018 172 Series C CCPS Transfer Cash 10 119,256.30 1,401 240,972 85.12
July 26, 2018 220 Series D CCPS Transfer Cash 10 119,256.30 1,401 308,220 85.12
February 8, 2018 32,106 Series F CCPS Allotment Cash 10 79,833.61 1,401 44,980,506 56.98
July 5, 2018 12,645 Series G CCPS Allotment Cash 10 119,256 1,401 17,715,645 85.12
January 11, 2019 11,923 Series H CCPS Allotment Cash 10 231,326 1,401 16,704,123 165.11
February 26, 2020 3,606 Series I CCPS Allotment Cash 10 236,130 1,401 5,052,006 168.54
September 27, 2024 (720) Series A CCPS Transfer Cash 10 456,726 1,401 (1,008,720) 326.00
September 27, 2024 (393) Series B CCPS Transfer Cash 10 456,726 1,401 (550,593) 326.00
September 27, 2024 (172) Series C CCPS Transfer Cash 10 456,726 1,401 (240,972) 326.00
September 27, 2024 (220) Series D CCPS Transfer Cash 10 456,726 1,401 (308,220) 326.00
September 27, 2024 (4,625) Series F CCPS Transfer Cash 10 456,726 1,401 (6,479,625) 326.00
September 27, 2024 (455) Series F CCPS Transfer Cash 10 456,726 1,401 (637,455) 326.00
September 27, 2024 (3,717) Series F CCPS Transfer Cash 10 456,726 1,401 (5,207,517) 326.00
September 27, 2024 (12,645) Series G CCPS Transfer Cash 10 456,726 1,401 (17,715,645) 326.00
September 27, 2024 (2,704) Series H CCPS Transfer Cash 10 456,726 1,401 (3,788,304) 326.00
120
Name of the Date of allotment/ Number of Nature of preference Nature of Nature of Face value Issue price/ Conversion Number of Estimated
Selling transfer preference shares transaction consideration per transfer price ratio per Equity price per
Shareholder shares acquired/transferred preference per preference preference Shares to be Equity
allotted / share (₹) share (₹) share (₹) allotted / Share
transferred allotted post (based on
conversion# conversion)
(₹)#
September 27, 2024 (9,219) Series H CCPS Transfer Cash 10 456,726 1,401 (12,915,819) 326.00
September 27, 2024 (3,606) Series I CCPS Transfer Cash 10 456,726 1,401 (5,052,006) 326.00
October 16, 2024 (23,309) Series F CCPS Conversion Non-cash - - 1,401 32,655,909 -
Tencent Cloud January 11, 2019 4,402 Series A CCPS Transfer Cash 10 231,326.28 1,401 6,167,202 165.12
Europe B.V. January 11, 2019 2,935 Series B CCPS Transfer Cash 10 231,326.28 1,401 4,111,935 165.12
January 11, 2019 1,860 Series C CCPS Transfer Cash 10 231,326.28 1,401 2,605,860 165.12
January 11, 2019 2,366 Series D CCPS Transfer Cash 10 231,326.28 1,401 3,314,766 165.12
January 11, 2019 40,342 Series H CCPS Allotment Cash 10 231,326 1,401 56,519,142 165.11
April 3, 2020 6,034 Series I CCPS Allotment Cash 10 236,130 1,401 8,453,634 168.54
October 16, 2024 (4,402) Series A CCPS Conversion Non-cash - - 1,401 6,167,202 -
October 16, 2024 (2,935) Series B CCPS Conversion Non-cash - - 1,401 4,111,935 -
October 16, 2024 (1,860) Series C CCPS Conversion Non-cash - - 1,401 2,605,860 -
October 16, 2024 (2,366) Series D CCPS Conversion Non-cash - - 1,401 3,314,766 -
October 16, 2024 (40,342) Series H CCPS Conversion Non-cash - - 1,401 56,519,142 -
October 16, 2024 (6,034) Series I CCPS Conversion Non-cash - - 1,401 8,453,634 -
HH BTPL January 11, 2019 1,570 Series A CCPS Transfer Cash 10 231,326.28 1,401 2,199,570 165.12
Holdings II January 11, 2019 1,046 Series B CCPS Transfer Cash 10 231,326.28 1,401 1,465,446 165.12
Pte. Ltd. January 11, 2019 664 Series C CCPS Transfer Cash 10 231,326.28 1,401 930,264 165.12
January 11, 2019 844 Series D CCPS Transfer Cash 10 231,326.28 1,401 1,182,444 165.12
January 11, 2019 14,384 Series H CCPS Allotment Cash 10 231,326 1,401 20,151,984 165.11
October 16, 2024 (1,570) Series A CCPS Conversion Non-cash - - 1,401 2,199,570 -
October 16, 2024 (1,046) Series B CCPS Conversion Non-cash - - 1,401 1,465,446 -
October 16, 2024 (664) Series C CCPS Conversion Non-cash - - 1,401 930,264 -
October 16, 2024 (844) Series D CCPS Conversion Non-cash - - 1,401 1,182,444 -
October 16, 2024 (14,384) Series H CCPS Conversion Non-cash - - 1,401 20,151,984 -
Coatue PE July 26, 2018 1,441 Series A CCPS Transfer Cash 10 119,256.34 1,401 2,018,841 85.12
Asia XI LLC July 26, 2018 787 Series B CCPS Transfer Cash 10 119,256.29 1,401 1,102,587 85.12
August 7, 2018 345 Series C CCPS Transfer Cash 10 119,255.63 1,401 483,345 85.12
July 26, 2018 438 Series D CCPS Transfer Cash 10 119,256.32 1,401 613,638 85.12
July 5, 2018 25,280 Series G CCPS Allotment Cash 10 119,256 1,401 35,417,280 85.12
January 11, 2019 7,278 Series H CCPS Allotment Cash 10 231,326 1,401 10,196,478 165.11
January 3, 2022 14,000 Bonus CCPS Allotment Non-cash 1,000 - 1 14,000 -
October 4, 2024 (1,441) Series A CCPS Transfer Cash 10 462,330 1,401 (2,018,841) 330.00
October 4, 2024 (787) Series B CCPS Transfer Cash 10 462,330 1,401 (1,102,587) 330.00
October 4, 2024 (345) Series C CCPS Transfer Cash 10 462,330 1,401 (483,345) 330.00
October 4, 2024 (438) Series D CCPS Transfer Cash 10 462,330 1,401 (13,638) 330.00
121
Name of the Date of allotment/ Number of Nature of preference Nature of Nature of Face value Issue price/ Conversion Number of Estimated
Selling transfer preference shares transaction consideration per transfer price ratio per Equity price per
Shareholder shares acquired/transferred preference per preference preference Shares to be Equity
allotted / share (₹) share (₹) share (₹) allotted / Share
transferred allotted post (based on
conversion# conversion)
(₹)#
October 4, 2024 (2,439) Series G CCPS Transfer Cash 10 462,330 1,401 (3,417,039) 330.00
October 16, 2024 (22,841) Series G CCPS Conversion Non-cash - - 1,401 32,000,241 -
October 16, 2024 (7,278) Series H CCPS Conversion Non-cash - - 1,401 10,196,478 -
October 17, 2024 (14,000) Bonus CCPS Conversion Non-cash - - 1 14,000 -
Goldman April 30, 2021 8,228 Series J CCPS Allotment Cash 10 264,303 1,401 11,527,428 188.65
Sachs Asia September 22, 2021 (6,396) Series J CCPS Transfer Cash 10 264,303 1,401 (8,960,796) 188.65
Strategic Pte. September 22, 2021 (597) Series J CCPS Transfer Cash 10 264,303 1,401 (836,397) 188.65
Ltd October 16, 2024 (1,235) Series J CCPS Conversion Non-cash - - 1,401 1,730,235 -
West Street September 22, 2021 6,396 Series J CCPS Transfer Cash 10 264,303 1,401 8,960,796 188.65
Global Growth
Partners
(Singapore)
October 16, 2024 (6,396) Series J CCPS Conversion Non-cash - - 1,401 8,960,796 -
PTE. LTD.
West Street September 22, 2021 597 Series J CCPS Transfer Cash 10 264,303 1,401 836,397 188.65
Global Growth
Partners Emp
(Singapore)
October 16, 2024 (597) Series J CCPS Conversion Non-cash - - 1,401 836,397 -
PTE. LTD.
Baron February 2, 2022 11,578 Series K CCPS Allotment Cash 10,000 492,430 1,376 15,931,328 357.87
Emerging
Markets Fund
October 16, 2024 (11,578) Series K CCPS Conversion Non-cash - - 1,376 15,931,328 -
Lynks August 29, 2023 1,782,918 Series K-1 CCPS Allotment Cash 10 357.87 1 1,782,918 357.87
Shareholders
Trust
October 16, 2024 (1,782,918) Series K-1 CCPS Conversion Non-cash - - 1 1,782,918 -
# As certified by Manian and Rao, Independent Chartered Accountant by way of their certificate dated November 8, 2024.
122
8. Statutory Lock-in requirements
(a) Details of Equity Shares locked-in for eighteen months
Our Company does not have an identifiable promoter in terms of the SEBI ICDR Regulations and the Companies Act
2013. Accordingly, in terms of Regulation 14(1) of the SEBI ICDR Regulations, there is no requirement of minimum
promoter’s contribution in this Offer and accordingly, none of the Equity Shares will be locked in for a period of
eighteen months pursuant to the Offer.
(b) Details of Equity Shares locked-in for six months
In terms of Regulation 17 of the SEBI ICDR Regulations, the entire pre-Offer Equity Share capital will be locked-in
for a period of six months from the date of Allotment, other than (a) Equity Shares which are transferred as part of the
Offer for Sale, (b) Equity Shares allotted to employees (whether currently an employee or not) pursuant to the
Employee Stock Option Plans, prior to the Offer; (c) Equity Shares held by an employee stock option trust or
transferred to the employees (whether currently an employee or not) by an employee stock option trust pursuant to
exercise of options by the employees; and (d) pursuant to the exemption granted by SEBI vide letter dated July 22,
2024, Equity Shares held by certain existing employees and former employees of our Company pursuant to exercise
of employee stock options granted under the ESOP Schemes, which were contributed to the Liquidity Trust, and which
were transferred back to such existing employees and former employees, except for 27,562 Equity Shares which were
erroneously transferred to certain other employees and former employees. In terms of Regulation 17(c) of the SEBI
ICDR Regulations, Equity Shares held by a venture capital fund (“VCF”) or alternative investment fund (“AIF”) of
category I or category II or a foreign venture capital investor (“FVCI”) shall not be locked-in for a period of six months
from the date of Allotment, provided that such Equity Shares shall be locked-in for a period of at least six months from
the date of purchase by the venture capital fund or alternative investment fund of category I or category II or foreign
venture capital investor. However, in accordance with Regulation 8A of the SEBI ICDR Regulations, for Shareholders
holding (individually or with persons acting in concert) more than 20% of pre-Offer shareholding of our Company on
a fully diluted basis, the provisions of lock-in as specified under Regulation 17 of the SEBI ICDR Regulations shall
be applicable, and relaxation from lock-in as provided under Regulation 17(c) of the SEBI ICDR Regulations is not
applicable. As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details
of the Equity Shares locked-in are recorded by the relevant Depository.
Further, any unsold portion of the Equity Shares offered pursuant to the Offer for Sale will be locked-in as required
under the SEBI ICDR Regulations.
The Equity Shares held by any person and locked-in for a period of six months from the date of Allotment in the Offer
may be transferred to any other person holding the Equity Shares which are locked-in, subject to continuation of the
lock-in in the hands of transferees for the remaining period (and such transferees shall not be eligible to transfer until
the expiry of the lock-in period) and compliance with the Takeover Regulations.
(c) Lock-in of Equity Shares Allotted to Anchor Investors
In terms of the SEBI ICDR Regulations, 50% of the Equity Shares Allotted to Anchor Investors in the Anchor Investor
Portion shall be locked-in for a period of 90 days from the date of Allotment and the remaining 50% of the Equity
Shares Allotted to such Anchor Investors shall be locked in for a period of 30 days from the date of Allotment.
123
9. Shareholding Pattern of our Company
The table below presents the shareholding pattern of our Company as on the date of filing of this Prospectus:
Categor Category Number of Numbe Number Number Total Shareholdin Number of voting rights Number of Shareholding, as Number of Number of Number of
y of shareholder r of of partly of shares number g as a % of held in each class of shares a % assuming locked in shares pledged equity shares
(I) shareholde s (III) fully paid-up underlyin of shares total securities underlying full conversion shares or otherwise held in
r paid up equity g held number of (IX) outstandin of convertible (XII) encumbered dematerialize
(II) equity shares depository (VII) shares g securities ( as a (XIII) d form
shares held receipts =(IV)+(V) (calculated Number of voting Total convertible percentage of Numbe As a Numbe As a % (XIV)
held (V) (VI) + (VI) as per rights as a % securities diluted share r (a) % of r (a) of total
(IV) SCRR, Class Class Total of (including capital) total shares
1957) e.g.: e.g.: (A+B+ warrants) (XI)= (VII)+(X) shares held (b)
(VIII) As a equity Others C) (X) As a % of held
% of shares (A+B+C2) (b)
(A+B+C2)
(A) Promoter N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
and
Promoter
Group
(B) Public 27,884 2,123,0 - - 2,123,066, 100 2,123, - - - - - Nil - - 2,123,066,748
66,748 748 066,74
8
(C) Non - - - - - - - - - - - - - - -
Promoter-
Non Public
(C1) Shares - - - - - - - - - - - - - - -
underlying
depository
receipts
(C2) Shares - - - - - - - - - - - - - - -
held by
employee
trusts
Total 27,884 2,123,0 - - 2,123,066, 100 2,123, - - - - - Nil - - 2,123,066,748
66,748 748 066,74
8
Note: The total number of Shareholders has been computed based on the beneficiary position statement dated November 7, 2024.
124
10. Shareholding of our Directors, Key Managerial Personnel and Senior Management
Except as provided below, none of our Directors, Key Managerial Personnel or Senior Management hold any Equity
Shares in our Company:
S. Name of the Shareholder Number of Percentage of the pre-Offer Percentage of the post-Offer
No. Equity Shares# Equity Share capital on a fully Equity Share capital on a fully
diluted basis (%)# diluted basis (%)
1. Sriharsha Majety@ 119,765,245 5.36 5.10
2. Lakshmi Nandan Reddy Obul 39,147,523 1.75 1.67
3. Rahul Bothra 20,94,438 0.09 0.09
4. Phani Kishan Addepalli 5,181,750 0.23 0.22
5. Madhusudhan Rao Subbarao 950,880 0.04 0.04
6. Girish Menon 2,441,394 0.11 0.10
7. Rohit Kapoor 491,849 0.02 0.02
#
Includes Equity Shares to be allotted pursuant to exercise of all outstanding options that are vested as on the date of this Prospectus, under the
ESOP Schemes, as applicable.
@
In addition, Ananda Investments, a partnership firm in which Sriharsha Majety is a partner, holds 19,279,695 Equity Shares, amounting to 0.86%
of the pre-Offer Equity Share capital of the Company. The pre-Offer Equity Share capital of Ananda Investments has been calculated on the basis
of number of Equity Shares held divided by total Equity Shares and such number of Equity Shares arising on account of exercise of all outstanding
options that are vested under the ESOP Schemes.
Shareholding of the Founders in our Company:
Sriharsha Majety
As on March 31, 2022
Sr. Nature of Number of Conversion Number of Equity Shares (on a % of the Share Capital
No Security Securities Ratio fully diluted basis)* (on a fully diluted
basis)*
1 Equity Shares 61,125 N.A. 61,125 6.57
2 Bonus CCPS 85,575,000 1.6 136,920,000
Total 136,981,125
* Excludes options granted under the ESOP Scheme(s) to the Founders and the vested options under the ESOP Scheme(s) in the % of the Equity
Share capital on a fully diluted basis.
As on March 31, 2023
Sr. Nature of Number of Conversion Number of Equity Shares (on a % of the Share Capital
No Security Securities Ratio fully diluted basis)* (on a fully diluted
basis)*
1 Equity Shares 61,125 N.A. 61,125 6.51
2 Bonus CCPS 85,575,000 1.6 136,920,000
Total 136,981,125
* Excludes options granted under the ESOP Scheme(s) to the Founders and the vested options under the ESOP Scheme(s) in the % of the Equity
Share capital on a fully diluted basis.
As on March 31, 2024
Sr. Nature of Number of Conversion Number of Equity Shares (on a % of the Share Capital
No Security Securities Ratio fully diluted basis)* (on a fully diluted
basis)*
1 Equity Shares 61,125 1:1 61,125 6.47
2 Bonus CCPS 85,575,000 1.6 136,920,000
Total 136,981,125
* Excludes options granted under the ESOP Scheme(s) to the Founders and the vested options under the ESOP Scheme(s) in the % of the Equity
Share capital on a fully diluted basis.
As on June 30, 2024
Sr. Nature of Number of Conversion Number of Equity Shares (on a % of the Share Capital
No Security Securities Ratio fully diluted basis)* (on a fully diluted
basis)*
1 Equity Shares 3,489,695 1:1 34,89,695 6.39
2 Bonus CCPS 82,450,000 1:1.6 131,920,000
Total 135,409,695
* Excludes options granted under the ESOP Scheme(s) to the Founders and the vested options under the ESOP Scheme(s) in the % of the Equity
Share capital on a fully diluted basis.
125
Lakshmi Nandan Reddy Obul
As on March 31, 2022
Sr. Nature of Number of Conversion Number of Equity Shares (on a % of the Share Capital
No Security Securities Ratio fully diluted basis)* (on a fully diluted
basis)*
1 Equity Shares 24,087 N.A. 24,087 1.62
2 Bonus CCPS 3,37,21,800 1 33,721,800
Total 33,745,887
* Excludes options granted under the ESOP Scheme(s) to the Founders and the vested options under the ESOP Scheme(s) in the % of the Equity
Share capital on a fully diluted basis.
As on March 31, 2023
Sr. Nature of Number of Conversion Number of Equity Shares % of the Share Capital
No Security Securities Ratio (on a fully diluted basis)* (on a fully diluted
basis)*
1 Equity Shares 24,087 N.A. 24,087 1.60
2 Bonus CCPS 3,37,21,800 1 33,721,800
Total 33,745,887
* Excludes options granted under the ESOP Scheme(s) to the Founders and the vested options under the ESOP Scheme(s) in the % of the Equity
Share capital on a fully diluted basis.
As on March 31, 2024
Sr. Nature of Number of Conversion Number of Equity Shares (on a % of the Share Capital
No Security Securities Ratio fully diluted basis)* (on a fully diluted
basis)*
1 Equity Shares 24,087 1:1 24,087 1.59
2 Bonus CCPS 3,37,21,800 1:1 33,721,800
Total 33,745,887
* Excludes options granted under the ESOP Scheme(s) to the Founders and the vested options under the ESOP Scheme(s) in the % of the Equity
Share capital on a fully diluted basis.
As on June 30, 2024
Sr. Nature of Number of Conversion Number of Equity Shares (on a % of the Share Capital
No Security Securities Ratio fully diluted basis)* (on a fully diluted
basis)*
1 Equity Shares 17,24,087 1:1 17,24,087 1.59
2 Bonus CCPS 3,20,21,800 1:1 3,20,21,800
Total 3,37,45,887
* Excludes options granted under the ESOP Scheme(s) to the Founders and the vested options under the ESOP Scheme(s) in the % of the Equity
Share capital on a fully diluted basis.
11. Details of shareholding of the major shareholders of our Company:
(a) Set forth below is a list of shareholders holding 1% or more of the issued and paid-up Equity Share capital of our
Company, as on the date of this Prospectus:
S.no Name of the Shareholder Number of Equity Shares# Percentage of the pre-Offer
Equity Share capital (%)^
1. Sriharsha Majety@ 119,765,245 5.36
2. Lakshmi Nandan Reddy Obul 39,147,523 1.75
3. Rahul Jaimini 25,472,982 1.14
4. Elevation Capital V Limited 69,150,558 3.10
5. Accel India IV (Mauritius) Limited 105,090,411 4.71
6. Norwest Venture Partners VII-A- 70,582,380 3.16
Mauritius
7. MIH India Food Holdings B.V. 690,456,425 30.92
8. Inspired Elite Investments Limited 32,655,909 1.46
9. DST EuroAsia V B.V. 36,814,077 1.65
10. Coatue PE Asia XI LLC 42,210,719 1.89
11. Tencent Cloud Europe B.V. 81,172,539 3.64
12. HH BTPL Holdings II Pte. Ltd. 25,929,708 1.16
13. SVF II SONGBIRD (DE) LLC 172,912,821 7.74
14. OFI Global China Fund, LLC 39,689,344 1.78
15. Alpha Wave Ventures II , LP 26,928,165 1.21
16. Accel Leaders 3 Holdings (Mauritius) Ltd. 30,547,404 1.37
17. INQ Holding LLC 65,701,676 2.94
# Includes number of Equity Shares arising on account of exercise of all outstanding options that are vested.
^Calculated on the basis of number of Equity Shares held (including number of Equity Shares arising on account of exercise of all outstanding
126
options that are vested) divided by total Equity Shares and such number of Equity Shares arising on account of exercise of all outstanding
options that are vested options under the ESOP Schemes.
@ In addition, Ananda Investments, a partnership firm in which Sriharsha Majety is a partner, holds 19,279,695 Equity Shares, amounting
to 0.86% of the pre-Offer Equity Share capital of the Company. The pre-Offer Equity Share capital of Ananda Investments has been calculated
on the basis of number of Equity Shares held divided by total Equity Shares and such number of Equity Shares arising on account of exercise
of all outstanding options that are vested under the ESOP Schemes.
(b) Set forth below is a list of shareholders holding 1% or more of the issued and paid-up Equity Share capital of our
Company, as of 10 days prior to the date of this Prospectus:
S.no Name of the Shareholder Number of Equity Shares# Percentage of the pre-Offer
Equity Share capital (%)^
1. Sriharsha Majety 119,765,245 5.36
2. Lakshmi Nandan Reddy Obul 39,147,523 1.75
3. Rahul Jaimini 25,472,982 1.14
4. Elevation Capital V Limited 69,150,558 3.10
5. Accel India IV (Mauritius) Limited 105,090,411 4.71
6. Norwest Venture Partners VII-A-Mauritius 72,211,743 3.23
7. MIH India Food Holdings B.V. 690,456,425 30.93
8. Inspired Elite Investments Limited 32,655,909 1.46
9. DST EuroAsia V B.V. 56,414,077 2.53
10. Coatue PE Asia XI LLC 42,210,719 1.89
11. Tencent Cloud Europe B.V. 81,172,539 3.64
12. HH BTPL Holdings II Pte. Ltd. 25,929,708 1.16
13. SVF II SONGBIRD (DE) LLC 172,912,821 7.75
14. OFI Global China Fund, LLC 39,689,344 1.78
15. Alpha Wave Ventures II , LP 26,928,165 1.21
16. Accel Leaders 3 Holdings (Mauritius) Ltd. 30,547,404 1.37
17. INQ Holding LLC 65,701,676 2.94
# Includes number of Equity Shares arising on account of exercise of all outstanding options that are vested.
^Calculated on the basis of number of Equity Shares held (including number of Equity Shares arising on account of exercise of all outstanding
options that are vested) divided by total Equity Shares and such number of Equity Shares upon grant of vested options under the ESOP
Schemes.
(c) Set forth below is a list of shareholders holding 1% or more of the issued and paid-up Equity Share capital of our
Company, as of one year prior to the date of this Prospectus:
S.no Name of the Number of Number of Number of Percentage Percentage
Shareholder Equity CCPS Equity of the pre- of the pre-
Shares Shares on a Offer Offer
fully diluted Equity Equity
basis post Share Share
conversion capital *(%) capital on a
of CCPS fully diluted
and exercise basis^(%)
of vested
options, (as
applicable)^
1. Sriharsha Majety 61,125 85,575,000 136,981,125 Negligible 6.23
2. Lakshmi Nandan Reddy 24,087 33,721,800 37,743,313 Negligible 1.72
Obul
3. Rahul Jaimini 18,182 25,454,800 25,472,982 Negligible 1.16
4. Elevation Capital V 1,401,000 66,728 94,886,928 0.06 4.32
Limited
5. Accel India IV (Mauritius) 1,000 1,474,011 105,090,411 Negligible 4.78
Limited
6. Norwest Venture Partners 14,010 58,653 82,186,863 Negligible 3.74
VII-A-Mauritius
7. MIH India Food Holdings 947,076 492,224 690,456,425 0.04 31.40
B.V.
8. Inspired Elite Investments - 61,785 86,560,785 Negligible 3.94
Limited
9. DST EuroAsia V B.V. 10 65,468 72,120,678 Negligible 3.28
10. Coatue PE Asia XI LLC 10 49,569 49,846,179 Negligible 2.27
11. Tencent Cloud Europe - 57,939 81,172,539 Negligible 3.69
B.V.
12. HH BTPL Holdings II Pte. - 18,508 25,929,708 Negligible 1.18
127
S.no Name of the Number of Number of Number of Percentage Percentage
Shareholder Equity CCPS Equity of the pre- of the pre-
Shares Shares on a Offer Offer
fully diluted Equity Equity
basis post Share Share
conversion capital *(%) capital on a
of CCPS fully diluted
and exercise basis^(%)
of vested
options, (as
applicable)^
Ltd.
13. SVF II SONGBIRD (DE) 14,010 123,411 172,912,821 Negligible 7.86
LLC
14. OFI Global China Fund, - 28,844 39,689,344 Negligible 1.81
LLC
15. Alpha Wave Ventures II , 269 395,896 26,928,165 Negligible 1.22
LP
16. Alpha Wave Ventures, LP - 31,816 44,574,216 Negligible 2.03
17. Accel Leaders 3 Holdings - 21,804 30,547,404 Negligible 1.39
(Mauritius) Ltd.
18. INQ Holding LLC - 46,951 65,701,676 Negligible 2.99
19. Lathe Investment Pte. - 16,139 22,584,389 Negligible 1.03
Ltd.
*Calculated on the basis of number of Equity Shares held by the Shareholder divided by the total Equity Shares and such number of Equity
Shares upon conversion of outstanding CCPS and vested options under the ESOP Schemes. Further, for details in relation to the conversion
of the CCPS, including the conversion ratios and estimated price, see “Capital Structure – Preference Share Capital” on page 100.
^Calculated on the basis of number of Equity Shares held (including number of Equity Shares arising on account of conversion of CCPS held
and exercise of all outstanding options that are vested) divided by total Equity Shares and such number of Equity Shares upon conversion of
outstanding CCPS and vested options under the ESOP Schemes.
(d) Set forth below is a list of shareholders holding 1% or more of the issued and paid-up Equity Share Capital of
our Company, as of two years prior to the date of this Prospectus:
S.no Name of the Number of Number of Number of Percentage of Percentage of
Shareholder Equity CCPS Equity the pre-Offer the pre-Offer
Shares Shares on a Equity Share Equity Share
fully diluted capital *(%) capital on a
basis post fully diluted
conversion of basis^(%)
CCPS and
exercise of
vested
options, (as
applicable)^
1. Sriharsha Majety 61,125 85,575,000 136,981,125 Negligible 6.29
2. Lakshmi Nandan Reddy 24,087 33,721,800 33,745,887 Negligible 1.55
Obul
3. Rahul Jaimini 18,182 25,454,800 25,472,982 Negligible 1.17
4. Elevation Capital V 1,401,000 66,728 94,886,928 0.06 4.36
Limited
5. Accel India IV 1,000 1,474,011 105,090,411 Negligible 4.83
(Mauritius) Limited
6. Norwest Venture Partners 14,010 58,653 82,186,863 Negligible 3.77
VII-A-Mauritius
7. MIH India Food 947,076 492,224 690,456,425 0.04 31.71
Holdings B.V.
8. Inspired Elite - 61,785 86,560,785 Negligible 3.98
Investments Limited
9. DST EuroAsia V B.V. 10 65,468 72,120,678 Negligible 3.31
10. Coatue PE Asia XI LLC 10 49,569 49,846,179 Negligible 2.29
11. Tencent Cloud Europe - 57,939 81,172,539 Negligible 3.73
B.V.
12. HH BTPL Holdings II - 18,508 25,929,708 Negligible 1.19
Pte. Ltd.
13. SVF II SONGBIRD (DE) 14,010 123,411 172,912,821 Negligible 7.94
LLC
14. OFI Global China Fund, - 28,844 39,689,344 Negligible 1.82
LLC
128
S.no Name of the Number of Number of Number of Percentage of Percentage of
Shareholder Equity CCPS Equity the pre-Offer the pre-Offer
Shares Shares on a Equity Share Equity Share
fully diluted capital *(%) capital on a
basis post fully diluted
conversion of basis^(%)
CCPS and
exercise of
vested
options, (as
applicable)^
15. Alpha Wave Ventures II , 269 395,896 26,928,165 Negligible 1.24
LP
16. Alpha Wave Ventures, - 31,816 44,574,216 Negligible 2.05
LP
17. Accel Leaders 3 Holdings - 21,804 30,547,404 Negligible 1.40
(Mauritius) Ltd.
18. INQ Holding LLC - 46,951 65,701,676 Negligible 3.02
19. Lathe Investment Pte. - 16,139 22,584,389 Negligible 1.04
Ltd.
20. Apoletto Asia Ltd 10 29,525 21,764,535 Negligible 1.00
*Calculated on the basis of number of Equity Shares held by the Shareholder divided by the total Equity Shares and such number of Equity
Shares upon conversion of outstanding CCPS and vested options under the ESOP Schemes. Further, for details in relation to the conversion
of the CCPS, including the conversion ratios and estimated price, see “Capital Structure – Preference Share Capital” on page 100.
^Calculated on the basis of number of Equity Shares held (including number of Equity Shares arising on account of conversion of CCPS held
and exercise of all outstanding options that are vested) divided by total Equity Shares and such number of Equity Shares upon conversion of
outstanding CCPS and vested options under the ESOP Schemes.
12. As on the date of filing of this Prospectus, our Company has 27,884 holders of Equity Shares.
13. As on the date of this Prospectus, the BRLMs and their respective associates (as defined under the SEBI Merchant
Bankers Regulations) do not hold any Equity Shares.
14. We confirm that the Book Running Lead Managers are not associates of the Company as per Regulation 21A of the
Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992. The BRLMs and their affiliates may
engage in the transactions with and perform services for our Company in the ordinary course of business or may in the
future engage in commercial banking and investment banking transactions with our Company for which they may in
the future receive customary compensation.
15. Except as disclosed in “Capital Structure – History of share capital held by the Selling Shareholders in our Company
– History of share capital held by the Selling Shareholders in our Company ”, none of our Directors or their relatives
have sold or purchased any securities of our Company during the six months immediately preceding the date of this
Prospectus.
16. There have been no financing arrangements whereby our Directors or their respective relatives have financed the
purchase by any other person of securities of our Company other than in the normal course of the business of the
financing entity, during the six months immediately preceding the date of filing of this Prospectus.
17. Our Company, our Directors and the BRLMs have not entered into any buy-back or other arrangements for the
purchase of Equity Shares being offered through this Offer from any person.
18. No person connected with the Offer, including our Company, each of the Selling Shareholders, BRLMs, Syndicate
Members, or our Directors, shall offer any incentive, whether direct or indirect, in any manner, whether in cash or kind
or services or otherwise to any Bidder for making a Bid, except for fees or commission for services rendered in relation
to the Offer.
19. The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of this Prospectus.
The Equity Shares to be issued pursuant to the Offer shall be fully paid-up at the time of Allotment.
20. Except for outstanding options granted pursuant to the Employee Stock Option Plans, our Company has no outstanding
convertible securities, warrants, options to be issued or rights to convert debentures, loans or other convertible
instruments, which would entitle any person any option to receive Equity Shares as on the date of this Prospectus.
21. Except for allotment of Equity Shares pursuant to (i) exercise of options granted under the Employee Stock Option
Plans, and (ii) the Fresh Issue, there will be no further issuance of Equity Shares whether by way of issue of bonus
shares, preferential allotment, rights issue or in any other manner during the period commencing from the date of this
Prospectus, until the Equity Shares have been listed on the Stock Exchanges or all application monies have been
refunded or unblocked, as the case may be, in the event there is a failure of the Offer.
129
22. Except for the issuance of any Equity Shares (a) pursuant to exercise of options granted under the Employee Stock
Option Plans or (b) pursuant to the Fresh Issue, our Company presently does not intend or propose to alter the capital
structure for a period of six months from the Bid/Offer Opening Date, by way of split or consolidation of the
denomination of Equity Shares, or further issue of specified securities (including issue of securities convertible into or
exchangeable for, directly or indirectly into Equity Shares), whether on a preferential basis or by issue of bonus Equity
Shares or on a rights basis or further public issue of Equity Shares or otherwise.
23. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law. Our Company will
comply with such disclosure and accounting norms as may be specified by SEBI from time to time.
24. No Individual Selling Shareholder is an immediate relative of any other Individual Selling Shareholder in the Offer,
and no Individual Selling Shareholder is a promoter/director of any other Corporate Selling Shareholder in the Offer.
Further, the Corporate Selling Shareholders do not hold shares in any other Corporate Selling Shareholder participating
in the Offer.
25. Employee Stock Options Schemes
Our Company has three ESOP Schemes, namely, Swiggy Employee Stock Option Plan 2015, Swiggy Employee Stock
Option Plan 2021, and Swiggy Employee Stock Option Plan 2024. All allottees under the ESOP Schemes were
employees of the Company or the Subsidiaries, as the case may be, at the time of grant and exercise of such options,
in accordance with the ESOP Schemes. Further, all grants of ESOPs under the ESOP Schemes are in compliance with
the SEBI SBEB & SE Regulations, to the extent applicable and the Companies Act. As on the date of this Prospectus,
the details of grants, exercise and lapsed options on a cumulative basis are as follows:
Particulars ESOP Scheme Equivalent no. of
2015* 2021* 2024# Equity Shares
ESOP pool 106,201 24,748 107,371,316 264,159,624
Options granted 158,049 26,403 85,874,673 344,291,925
Options
59,865 6,468 2,125,317 95,057,850
forfeited/lapsed/cancelled
Options exercised 13,188 816 - 8,964,004
Total number of Equity Shares
that arose as a result of exercise 7,821,236 1,142,768 - 8,964,004
of options
Options vested (including options
78,607 13,726 - 118,702,933
that have been exercised)
Total number of options
84,996 19,119 83,749,356 229,614,471
outstanding in force
* 1 option = 1401 Equity Shares
# 1 option = 1 Equity Share
^ As certified by Manian and Rao, Chartered Accountants pursuant to their certificate dated November 8, 2024.
(a) Swiggy Employee Stock Option Plan 2015 (“ESOP 2015”)
Our Company, pursuant to the resolution passed by our Board on May 26, 2015, and the resolution passed by
shareholders of our Company on May 28, 2015, adopted the ESOP 2015. ESOP 2015 was last amended pursuant
to resolution passed by our nomination remuneration committee on March 22, 2024, resolution passed by our
Board on April 1, 2024, and the resolution passed by our Shareholders on April 3, 2024. The ESOP 2015 shall
be in force until such time all the options are granted and exercised by the eligible employees in accordance with
the ESOP 2015. The purpose of ESOP 2015 is to facilitate ownership of Equity Shares by employees of our
Company, our Subsidiary(ies) and our Associate Company, thus providing them with an opportunity for greater
proprietary stake in our Company’s, our Subsidiaries’ and our Associate Company’s success and growth. ESOP
2015 is intended to provide deferred rewards to employees and encourage employees to continue contributing to
the success and growth of our Company. The ESOP 2015 is in compliance with the SEBI SBEB & SE
Regulations.
As on the date of this Prospectus, under ESOP 2015, an aggregate of 158,049 options have been granted, an
aggregate of 65,419 options have vested (excluding the options that have been exercised) and an aggregate of
13,188 options have been exercised.
130
Details of the beneficiaries of ESOP 2015 is as follows:
S. Category of beneficiary Number of employees Number of vested Number of equity
No. options (as on June 30, shares to be issued,
2024) upon exercise of
vested options (as
on June 30, 2024)
1. Directors
Sriharsha Majety 1 Nil N/A
Lakshmi Nandan Reddy Obul 1 Nil N/A
2. KMPs(1) Nil Nil N/A
3. SMPs(2) 4 2,309.40 3,235,469
4. Other employees 3,965 54,681.42 76,608,669
Notes:
(1) Excludes the Directors of the Company, who are also KMPs of the Company.
(2) Excludes the KMPs who are also SMPs of the Company.
131
Details of ESOP 2015 are as follows:
Particulars Details
From July 1, Three months Fiscal 2024 Fiscal 2023 Fiscal 2022
2024 until the ended June, 2024
date of this
Prospectus
Total options granted Nil 11 31,902 18,322 27,995
Total options vested (cumulative) 78,607 66,383 60,178 50,933 41,887
Total options exercised 3,796 0 1,781 0 4,955
Exercise price of options (per option) (in ₹) (as on the date of grant options) 1 or 1,401
The total number of Equity Shares that would arise as a result of full exercise of granted options 119,079,396 128,264,352 130,580,205 108,609,723 96,524,697
Options forfeited/lapsed/cancelled 2,760 1,664 14,439 9,696 10,869
Variation of terms of options There are no variations in terms of the options
Vesting period 1-4 years
Money realized by exercise of options (₹) 5,318,655 Nil 2,494,970 Nil 4,955
Total number of options outstanding in force 84,996 91,552 93,205 77,523 68,897
Employee wise details of options granted to:
(i) Key Managerial Personnel and Senior Management Personnel Name of senior managerial personnel Total no. of options granted
Girish Menon 1,120
Madhusudhan Rao Subbarao 960
Lakshmi Nandan Reddy Obul 7,199
Phani Kishan Addepalli 1,844
Rahul Bothra 1,596
Rohit Kapoor 900
Sriharsha Majety 5,667
M. Sridhar 7
Ashwath Swaminathan* 299
(ii) Any other employee who receives a grant in any one year of options amounting to 5% or more of Name of employee Total no. of options granted
the options granted during the year Shekhar Bhende 1604
(iii) Identified employees who were granted options during any one year equal to or exceeding 1% of Nil
the issued capital (excluding outstanding warrants and conversions) of our Company at the time of
grant
Diluted EPS pursuant to the issue of Equity Shares on exercise of options calculated in accordance with the NA (2.76) (10.70) (19.33) (18.62)
applicable accounting standard on ‘Earnings Per Share’ (in ₹)
Weighted average exercise price of options whose exercise price either equals or exceeds or is less than the 1,401 1,401 1,401 1,401 1,401
132
Particulars Details
From July 1, Three months Fiscal 2024 Fiscal 2023 Fiscal 2022
2024 until the ended June, 2024
date of this
Prospectus
market price of the stock (in ₹)
Weighted average exercise fair value of options whose exercise price either equals or exceeds or is less than NA 448,474.11 201,171.55 - 199,137.44 - 211,740.50-
the market price of the stock (in ₹) 293,509.50 228,908.30 232,566.00
Difference, between employee compensation cost so computed and the employee compensation calculated on Not applicable, as per the valuation report, the fair value has been computed as per Black Scholes
the basis of fair value of the stock options and the impact of this difference, on the profits of our Company Model of valuation
and on the EPS of our Company
Description of the pricing formula and the method and significant assumptions used to estimate the fair value Pricing formula: Fair valuation using Black Scholes model.
of options granted, including weighted average information, namely, risk-free interest rate, expected life,
expected volatility, expected dividends, and the price of the underlying share in the market at the time of grant Method used: Black Scholes
of option
For three months ended June 30, 2024
Particulars Grant
Expected Volatility 42.50%
Expected Life 3.51%
Risk-free interest rate 6.77%
Expected dividends -
For Financial Year 2024
Particulars Grant
Expected Volatility 54.85%-55.92%
Expected Life 5.01
Risk-free interest rate 6.97%-7.14%
Expected dividends 0
For Financial Year 2023
Particulars Grant
Expected Volatility 46.29%-55.24%
Expected Life 5.01
Risk-free interest rate 6.15%-7.22%
Expected dividends 0
For Financial Year 2022
Particulars Grant
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Particulars Details
From July 1, Three months Fiscal 2024 Fiscal 2023 Fiscal 2022
2024 until the ended June, 2024
date of this
Prospectus
Expected Volatility 39.21% - 43.82%
Expected Life 4.48 - 5.01
Risk-free interest rate 5.47% – 5.95%
Expected dividends 0
Impact on the profits and on the EPS of the last three years if our Company had followed the accounting Not applicable
policies specified in Regulation 15 of the SEBI SBEB & SE Regulations in respect of
options granted in the last three years
Intention of Key Managerial Personnel, Senior Management Personnel and whole-time Directors who are Key Managerial Personnel, Senior Management Personnel and whole-time Directors intend to sell
holders of Equity Shares allotted on exercise of options granted under ESOP 2015, to sell their Equity Shares some Equity Shares allotted on exercise of their options post-listing of the Equity Shares of the
within three months after the listing of Equity Shares pursuant to the Offer Company.
Intention to sell Equity Shares arising out of the ESOP 2015 within three months after the date of listing, by Not applicable
Directors, Key Managerial Personnel, Senior Management Personnel and employees having Equity Shares
arising out of ESOP 2015, amounting to more than 1% of the issued capital (excluding outstanding warrants
and conversions)
*Ashwath Swaminathan has resigned as the Chief Growth and Marketing Officer, effective from September 30, 2024. The options granted to him have lapsed.
134
(b) Swiggy Employee Stock Option Plan 2021 (“ESOP 2021”)
Our Company, pursuant to the resolution passed by our Board on August 6, 2021, and the resolution passed by
shareholders of our Company on August 10, 2021, adopted the ESOP 2021. ESOP 2021 was last amended
pursuant to resolution passed by our nomination remuneration committee on March 22, 2024, resolution passed
by our Board on April 1, 2024 and the resolution passed by our Shareholders on April 3, 2024. The ESOP 2021
shall be in force until such time all the options are granted and exercised by the eligible employees in accordance
with the ESOP 2021. The purpose of ESOP 2021 is to incentivise retention of the key employees by facilitating
ownership of Equity Shares by such key employees of our Company, our Subsidiary(ies) and our Associate
Company, thus providing them with an opportunity for greater proprietary stake in our Company’s, success and
growth. The ESOP 2021 is intended to provide deferred rewards to the key employees and encourage such key
employees to continue contributing to the success and growth of our Company. The ESOP 2021 is in compliance
with the SEBI SBEB & SE Regulations.
As on the date of this Prospectus, under ESOP 2021, an aggregate of 26,403 options have been granted, an
aggregate of 12,910 options have vested (excluding the options that have been exercised) and an aggregate of
816 options have been exercised.
Details of the beneficiaries of ESOP 2021 is as follows:
S. No. Category of beneficiary Number of employees Number of vested Number of
options (as on June 30, equity shares
2024) to be issued,
upon exercise
of vested
options (as on
June 30, 2024)
1. Directors
2. Sriharsha Majety 1 N/A N/A
3. Lakshmi Nandan Reddy Obul 1 2,853.27 3,997,431
4. KMPs(1) 1 617.00 864,417
5. SMPs(2) 4 4,193.88 5,875,626
6. Other employees 67 4,747.70 6,651,528
Notes:
(1) Excludes the Directors of the Company, who are also KMPs of the Company.
(2) Excludes the KMPs who are also SMPs of the Company.
Details of ESOP 2021 are as follows:
135
Particulars Details
From July 1, Three months Fiscal 2024 Fiscal 2023 Fiscal 2022
2024 until the ended June, 2024
date of this
Prospectus
Total options granted Nil Nil Nil 6,448 19,955
Total options vested (cumulative) 13,726 13,123 9,230 1,987 Nil
Total options exercised 105 0 711 0 0
Exercise price of options (per option) (in ₹) (as on the date of grant options) 1 or 1,401
The total number of Equity Shares that would arise as a result of full exercise of granted options 26,785,719 27,036,498 27,382,545 34,711,176 26,803,932
Options forfeited/lapsed/cancelled 74 247 4,520 804 823
Variation of terms of options There are no variations in terms of the options
Vesting period 1-4 years
Money realized by exercise of options (₹) 145,892 Nil 996,876 Nil Nil
Total number of options outstanding in force 19,119 19,298 19,545 24,776 19,132
Employee wise details of options granted to:
(i) Key Managerial Personnel and Senior Management Personnel Name of senior managerial personnel Total no. of options granted
Girish Menon 2,057
Madhusudhan Rao Subbarao 671
Lakshmi Nandan Reddy Obul 2,980
Phani Kishan Addepalli 4,114
Rahul Bothra 2,057
Rohit Kapoor 898
(ii) Any other employee who receives a grant in any one year of options amounting to 5% or more of Name of employee Total no. of options granted
the options granted during the year Dale Francis Vaz 4,114
(iii) Identified employees who were granted options during any one year equal to or exceeding 1% of Nil
the issued capital (excluding outstanding warrants and conversions) of our Company at the time of
grant
Diluted EPS pursuant to the issue of Equity Shares on exercise of options calculated in accordance with the NA (2.76) (10.70) (19.33) (18.62)
applicable accounting standard on ‘Earnings Per Share’ (in ₹)
Weighted average exercise price of options whose exercise price either equals or exceeds or is less than the 1,401 1,401 1,401 1,401 1,401
market price of the stock (in ₹)
Weighted average exercise fair value of options whose exercise price either equals or exceeds or is less than NA 448,474.11 201,171.55- 199,137.44- 211,740.50-
the market price of the stock (in ₹) 293,509.50 228,908.30 232,566.00
Difference, between employee compensation cost so computed and the employee compensation calculated on Not applicable. As per the valuation report, the fair value has been computed as per Black Scholes
the basis of fair value of the stock options and the impact of this difference, on the profits of our Company Model of valuation
136
Particulars Details
From July 1, Three months Fiscal 2024 Fiscal 2023 Fiscal 2022
2024 until the ended June, 2024
date of this
Prospectus
and on the EPS of our Company
Description of the pricing formula and the method and significant assumptions used to estimate the fair value Pricing formula: Fair Valuation under Black Scholes Model
of options granted, including weighted average information, namely, risk-free interest rate, expected life,
expected volatility, expected dividends, and the price of the underlying share in the market at the time of grant Method used: Black Scholes
of option
For three months ended June 30, 2024
Particulars Grant
Expected Volatility NA
Expected Life NA
Risk-free interest rate NA
Expected dividends NA
For Financial Year 2024
Particulars Grant
Expected Volatility 54.85%-55.92%
Expected Life 5.01
Risk-free interest rate 6.97%-7.14%
Expected dividends 0
For Financial Year 2023
Particulars Grant
Expected Volatility 46.29%-55.24%
Expected Life 5.01
Risk-free interest rate 6.15%-7.22%
Expected dividends 0
For Financial Year 2022
Particulars Grant
Expected Volatility 39.21%-43.82%
Expected Life 4.48-5.01
Risk-free interest rate 5.47%-5.95%
Expected dividends 0
Impact on the profits and on the EPS of the last three years if our Company had followed the accounting Not applicable
policies specified in Regulation 15 of the SEBI SBEB & SE Regulations in respect of
137
Particulars Details
From July 1, Three months Fiscal 2024 Fiscal 2023 Fiscal 2022
2024 until the ended June, 2024
date of this
Prospectus
options granted in the last three years
Intention of Key Managerial Personnel, Senior Management Personnel and whole-time Directors who are Key Managerial Personnel, Senior Management Personnel and whole-time Directors intend to sell
holders of Equity Shares allotted on exercise of options granted under ESOP 2021, to sell their Equity Shares some Equity Shares allotted on exercise of their options post-listing of the Equity Shares of the
within three months after the listing of Equity Shares pursuant to the Offer Company.
Intention to sell Equity Shares arising out of the ESOP 2021 within three months after the date of listing, by Not applicable
Directors, Key Managerial Personnel, Senior Management Personnel and employees having Equity Shares
arising out of ESOP 2021, amounting to more than 1% of the issued capital (excluding outstanding warrants
and conversions)
138
(c) Swiggy Employee Stock Option Plan 2024 (“ESOP 2024”)
Our Company, pursuant to the resolution passed by our nomination and remuneration committee and Board on
March 22, 2024 and April 1, 2024 and the resolution passed by shareholders of our Company on April 3, 2024,
adopted the ESOP 2024. The ESOP 2024 shall be in force until such time all the options are granted and exercised
by the eligible employees in accordance with the ESOP 2024. The purpose of ESOP 2024 is to facilitate
ownership of Equity Shares by employees of our Company, and our Subsidiary(ies) and our Associate Company,
thus providing them with an opportunity for greater proprietary stake in our Company’s, success and growth. The
ESOP 2024 is intended to provide deferred rewards to the employees and encourage such key employees to
continue contributing to the success and growth of our Company. The ESOP 2024 is in compliance with the SEBI
SBEB & SE Regulations.
As on the date of this Prospectus, under ESOP 2024, an aggregate of 85,874,673 options have been granted, no
options have vested and no options have been exercised.
Details of ESOP 2024 are as follows:
139
Particulars Details
From July 1, Three months Fiscal 2024 Fiscal 2023 Fiscal 2022
2024 until the ended June, 2024
date of this
Prospectus
Total options granted 5,930,891 79,943,782 0 0 0
Total options vested (cumulative) 0 0 0 0 0
Total options exercised 0 0 0 0 0
Exercise price of options (per option) (in ₹) (as on the date of grant options) 1
The total number of Equity Shares that would arise as a result of full exercise of granted options 83,749,356 79,943,782 0 0 0
Options forfeited/lapsed/cancelled 2,125,317 0 0 0 0
Variation of terms of options There are no variations in terms of the options
Vesting Period (from date of grant) 1-8 years
Money realized by exercise of options (₹) 0 0 0 0 0
Total number of options outstanding in force 83,749,356 79,943,782 0 0 0
Employee wise details of options granted to:
(i) Key Managerial Personnel and Senior Management Personnel
Name of senior managerial personnel Total no. of options granted
Rahul Bothra 2,095,735
Madhusudhan Rao Subbarao 2,095,735
Girish Menon 2,095,735
Ashwath Swaminathan* 1,397,156
Phani Kishan Addepalli 2,095,735
Lakshmi Nandan Reddy Obul 2,095,735
Rohit Kapoor 2,375,166
Sriharsha Majety 48,567,066
Amitesh Jha 32,41,401
(ii) Any other employee who receives a grant in any one year of options amounting to 5% or more of Nil
the options granted during the year
(iii) Identified employees who were granted options during any one year equal to or exceeding 1% of Nil
the issued capital (excluding outstanding warrants and conversions) of our Company at the time of
grant
Diluted EPS pursuant to the issue of Equity Shares on exercise of options calculated in accordance with the NA (2.76) (10.70) (19.33) (18.62)
applicable accounting standard on ‘Earnings Per Share’ (in ₹)
Weighted average exercise price of options whose exercise price either equals or exceeds or is less than the 1 1 NA NA NA
market price of the stock (in ₹)
Weighted average exercise fair value of options whose exercise price either equals or exceeds or is less than NA 193.06 - 320.17 NA NA NA
140
Particulars Details
From July 1, Three months Fiscal 2024 Fiscal 2023 Fiscal 2022
2024 until the ended June, 2024
date of this
Prospectus
the market price of the stock (in ₹)
Difference, between employee compensation cost so computed and the employee compensation calculated on Not Applicable. As per the valuation report, the fair value have been estimated using the Black-Scholes
the basis of fair value of the stock options and the impact of this difference, on the profits of our Company Model for time and non-market performance based options and Monte Carlo simulation model is used
and on the EPS of our Company for market performance based options.
Description of the pricing formula and the method and significant assumptions used to estimate the fair value For the three months ended June 30, 2024
of options granted, including weighted average information, namely, risk-free interest rate, expected life,
expected volatility, expected dividends, and the price of the underlying share in the market at the time of grant Particulars Grant
of option Expected Volatility 30%-50%
Expected Life 1.50-6.50
Risk-free interest rate 6.68%-7.07%
Expected dividends 0
Impact on the profits and on the EPS of the last three years if our Company had followed the accounting Not applicable
policies specified in Regulation 15 of the SEBI SBEB & SE Regulations in respect of
options granted in the last three years
Intention of Key Managerial Personnel, Senior Management Personnel and whole-time Directors who are Not applicable
holders of Equity Shares allotted on exercise of options granted under ESOP 2024, to sell their Equity Shares
within three months after the listing of Equity Shares pursuant to the Offer
Intention to sell Equity Shares arising out of the ESOP 2024 within three months after the date of listing, by Not applicable
Directors, Key Managerial Personnel, Senior Management Personnel and employees having Equity Shares
arising out of ESOP 2024, amounting to more than 1% of the issued capital (excluding outstanding warrants
and conversions)
*Ashwath Swaminathan has resigned as the Chief Growth and Marketing Officer, effective from September 30, 2024. The options granted to him have lapsed.
141
OBJECTS OF THE OFFER
The Offer comprises the Fresh Issue and the Offer for Sale.
Offer for Sale
The object of the Offer for Sale is to allow the Selling Shareholders to sell an aggregate of to 175,087,863* Equity Shares
aggregating to ₹ 68,284.27 million* held by them. Each Selling Shareholder shall be entitled to its respective portion of the
proceeds of the Offer for Sale, after deducting its proportion of the Offer-related expenses and the relevant taxes thereon. Our
Company will not receive any proceeds from the Offer for Sale and the proceeds received from the Offer for Sale will not form
part of the Net Proceeds. For further details of the Offer for Sale, see “The Offer” on page 71.
*Subject to finalisation of Basis of Allotment.
Fresh Issue
The details of the proceeds of the Fresh Issue are set forth below:
(in ₹ million)
Particulars Estimated amount
Gross Proceeds of the Fresh Issue 44,990.00^
(Less) Expenses in relation to the Fresh Issue 1,400.18*
Net Proceeds 43,589.82
* For details, see “- Offer Expenses” below.
^ An Employee Discount of ₹25 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
Requirement of funds and utilization of Net Proceeds
We propose to utilise the Net Proceeds towards funding the following objects:
1. Investment in our Material Subsidiary, Scootsy, for repayment or pre-payment, in full or in part, of certain or all of its
borrowings;
2. Investment in our Material Subsidiary, Scootsy, for: (a) expansion of our Dark Store network for our Quick Commerce
segment through setting up of Dark Stores; and (b) making lease / license payments for Dark Stores;
3. Investment in technology and cloud infrastructure;
4. Brand marketing and business promotion expenses for enhancing the brand awareness and visibility of our platform,
across our segments; and
5. Funding inorganic growth through unidentified acquisitions and general corporate purposes.
(Collectively, the “Objects”).
In addition to the Objects, our Company also expects to receive the benefits of listing of the Equity Shares on the Stock
Exchanges, including enhancement of our Company’s brand name and creation of a public market for our Equity Shares in
India.
The main objects clause of the respective memoranda of association of our Company and its Material Subsidiary, enables us
to: (i) undertake the activities presently carried out by our Company and its Material Subsidiary; and (ii) undertake the activities
proposed to be funded from the Net Proceeds, as applicable.
Pursuant to a resolution passed by the Board dated October 28, 2024, our Company has approved the utilisation of the Net
Proceeds for the Objects, in accordance with the schedule of deployment and implementation, as set out below.
Business structure of Scootsy Logistics Private Limited
As disclosed in the section “Our Business – Our Business Offerings – Supply Chain and Distribution” on page 225, the Supply
Chain and Distribution segment of our Company refers to the supply chain services offered to wholesalers and retailers. These
services include warehouse management to streamline operations, in-warehouse processing that includes value-added services
to enhance product delivery, and efficient order fulfillment which enables efficient order picking, packing, and shipping
processes for the wholesalers and retailers.
Further, Scootsy is the authorised distributor of various leading brands in India for wholesalers and retailers, and we intend to
142
expand our presence through increase in such partnerships.
The revenue from operations derived by Scootsy under Supply Chain and Distribution is from the following services:
(a) revenue from sale of goods to wholesalers and retailers;
(b) revenue from customers for rendering supply chain management services, including but not limited to receipt, storage
in warehouses and dispatch of products, record keeping and warehouse administration; and
(c) other business enablement services (such as facilitation fees that Scootsy earns from wholesalers and retailers for
generating and closing leads with respect to onboarding of new brands).
Revenue from operations of Scootsy also includes revenue from its Quick Commerce services to the Company, eliminated in
the Restated Consolidated Financial Information, which are as follows:
(a) providing scouting and set-up services to the Company in relation to the Dark Stores premises;
(b) providing facility management services as well as services in relation to the receipt, packaging and dispatch of goods
etc., based on the Company’s instructions; and
(c) facilitating sale of advertisement space inventory on the Instamart platform to the brand partners and other third parties,
at the rates and in the manner decided by the Company.
The following financial information has been derived from the financial results of our Material Subsidiary, Scootsy, for the
Fiscals 2024, 2023 and 2022:
(in ₹ million)
Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022
Revenue from operations 51,956.52 36,861.86 15,803.50
Profit/(loss) after tax (4,239.72) (4,070.34) (2,953.50)
Proposed schedule of implementation and deployment of Net Proceeds
We propose to deploy the Net Proceeds towards the Objects in accordance with the estimated schedule of implementation and
deployment of funds set forth in the table below:
(in ₹ million)
Estimated Estimated utilisation of Net Proceeds
amount Fiscal 2025 Fiscal 2026 Fiscal 2027 Fiscal 2028
Particulars proposed to be
financed from
Net Proceeds
Investment in our Material 1,648.00 1,648.00 - - -
Subsidiary, Scootsy, for repayment
or pre-payment, in full or in part, of
certain or all of its borrowings
Investment in our Material 11,787.00 750.00 3,677.00 4,058.00 3,302.00
Subsidiary, Scootsy, for: (a)
expansion of our Dark Store network
for our Quick Commerce segment
through setting up of Dark Stores;
and (b) making lease / license
payments for Dark Stores
(a) expansion of our Dark Store 7,554.00 453.00 2,428.00 2,747.00 1,926.00
network for our Quick
Commerce segment through
setting up of Dark Stores
(b) making lease / license 4,233.00 297.00 1,249.00 1,311.00 1,376.00
payments for Dark Stores
Investment in technology and cloud 7,034.00 355.00 2,177.00 2,418.00 2,084.00
infrastructure
Brand marketing and business 11,153.00 615.00 3,319.00 3,590.00 3,629.00
promotion expenses for enhancing
the brand awareness and visibility of
our platform, across our segments
Funding inorganic growth through 11,967.82 598.54 8,976.18 1,795.63 597.47
unidentified acquisitions and general
corporate purposes(1)
Total 43,589.82 3,966.54 18,149.18 11,861.63 9,612.47
(1) The cumulative amount to be utilised for general corporate purposes and funding inorganic growth through unidentified acquisitions does not exceed
35% of the Gross Proceeds. The amount to be utilised for each of: (a) funding inorganic growth through unidentified acquisitions; and (b) general
corporate purposes does not exceed 25% of the Gross Proceeds.
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We intend to deploy the Net Proceeds towards the Objects as disclosed in the table above, in accordance with the business
needs of our Company and Material Subsidiary, Scootsy. However, the actual deployment of funds will depend on a number
of factors, including the timing of completion of the Offer, market conditions, trends of the Quick Commerce sector, regulatory
challenges, identification of locations for the Dark Stores proposed to be opened, our relationship with and the pricing of the
products and services offered by technology vendors or marketing agencies, fund requirements of our Material Subsidiary,
Scootsy, terms and conditions of borrowings availed by our Material Subsidiary, Scootsy, prevailing taxation rates,
technological changes, our analysis of economic trends and business requirements, ability to identify and consummate proposed
investments and acquisitions, competitive landscape, as well as any other business and commercial considerations affecting our
results of operations and financial condition. Depending upon such factors, we may have to reduce or extend the deployment
period for the Objects, at the discretion of our management, and in accordance with applicable laws. In the event that the
estimated utilization of the Net Proceeds in a scheduled Fiscal is not completely met, including due to the reasons stated above,
the same shall be utilized in the next Fiscal, as may be determined by our Company, in accordance with applicable laws. This
may entail rescheduling (including preponing the deployment of Net Proceeds) and revising the funding requirement for a
particular Object or increasing or decreasing the amounts earmarked towards any of the aforementioned Objects at the discretion
of our management, subject to compliance with applicable law. However, in any event, the Net Proceeds will be utilised towards
the Objects, in accordance with the schedule of deployment mentioned in the table above. The Company shall not vary the
Objects without being authorised to do so by our Shareholders, in the event of a rescheduling of the deployment of the Net
Proceeds beyond Fiscal 2028, as specified above.
The above requirement of funds is based on our current business requirements, internal management estimates based on the
prevailing market conditions, and also based on valid quotations, obtained by Scootsy, from contractors/vendors in relation to
fixtures and installations for our Dark Stores, the lease agreements/license agreements entered into for our existing Dark Stores,
a certificate from an independent architect for the components fit-outs and installations of the Dark Stores and a certificate from
independent chartered accountants for, inter alia, certifying the total capital expenditure, average capital expenditure incurred
during the period ended June 30, 2024, June 30, 2023, Fiscal 2024, Fiscal 2023, and Fiscal 2022, computation of the estimated
costs for capital expenditure in relation to the Dark Stores, expenditure incurred for lease / license payments for the Dark Stores,
total expenditure incurred on technology and cloud infrastructure, expenses incurred on brand marketing and business
promotion as disclosed in this section. These funding requirements or deployments have not been appraised by any bank or
financial institution. For details, see “Risk Factors – Our funding requirements and proposed deployment of Net Proceeds of
the Offer are based on management estimates and have not been independently appraised by a bank or a financial institution
and if there are any delays or cost overruns, our business, financial condition and results of operations may be adversely
affected.” on page 42.
In case of any surplus amount after utilization of the Net Proceeds towards any of the aforementioned Objects, we may use such
surplus amount towards other Objects as set out above, provided that (a) the total amount to be utilized towards either general
corporate purposes or funding inorganic growth through acquisitions, individually, does not exceed 25% of the Gross Proceeds
in accordance with applicable law, and (b) the cumulative amount to be utilized for general corporate purposes and funding
inorganic growth through unidentified acquisitions shall not exceed 35% of the Gross Proceeds. Further, in case of a shortfall
in meeting the aforementioned Objects, we may explore a range of alternate funding options including utilizing our internal
accruals and / or availing future debt from lenders.
Details of the Objects
1. Investment in our Material Subsidiary, Scootsy Logistics Private Limited, for repayment or pre-payment, in full or in
part, of certain or all of its borrowings
Our Material Subsidiary, Scootsy, has entered into various financing arrangements with banks for availing loans in the form of
term loans and overdrafts facilities among others.
We propose to utilise an estimated amount of up to ₹ 1,648.00 million from the Net Proceeds towards investing in our Material
Subsidiary, Scootsy, through equity, in order to repay/ prepay in full or in part, certain or all of the borrowings availed by
Scootsy. The repayment/ prepayment of the borrowings by our Material Subsidiary, Scootsy, will help reduce our overall
outstanding indebtedness, debt servicing costs, assist us in maintaining a favourable debt-equity ratio and enable better
utilisation of our internal accruals for further investment in business growth and expansion. In addition, we believe that since
our debt-equity ratio will improve, it will enable us to raise further resources at competitive rates and additional funds/ capital
in the future to fund potential business development opportunities and plans to grow and expand our business in the future.
Further, given the nature of the borrowings and the terms of repayment or prepayment, the aggregate outstanding amounts
under the borrowings availed by our Material Subsidiary, Scootsy, may vary from time to time and Scootsy may repay/ prepay
or refinance its borrowings from one or more financial institutions in the ordinary course of business, prior to filing of this
Prospectus. Additionally, owing to nature of our business, Scootsy may avail additional facilities or repay certain instalments
of our borrowings after the filing of this Prospectus. Accordingly, we may choose to repay/ prepay certain borrowings, other
than those identified below, which may include additional borrowings availed by Scootsy. In the event that we choose to
repay/prepay borrowings which are from related parties of our Company, out of the Net Proceeds, our Company shall obtain
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the approval of Shareholders before repayment/prepayment of such borrowings. The amount allocated for estimated schedule
of deployment of Net Proceeds in a particular Fiscal may be utilized for repayment or prepayment of borrowings availed by
Scootsy in the subsequent Fiscal, as may be deemed appropriate by our Board, subject to applicable law.
The following table sets forth details of borrowings availed by our Material Subsidiary, Scootsy, which were outstanding as on
September 30, 2024, which are proposed to be repaid, all or in part, from the Net Proceeds:
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Name of the Nature of Purpose(1) Date of Amount Amount Applicable rate Tenor(1) Repayment
lender(1) borrowing(1) disbursement/availment sanctioned as on outstanding as on of interest as at schedule(1)
of the loans(1) September 30, September 30 (1) (in September 30,
2024 (in ₹ ₹ million) 2024(1) (per
million)(1) annum)
HDFC Bank Term loan – 1# Acquisition of fixed January 1, 2024 1,348.00 1,078.40 8.28% 30 months Repayable in quarterly
Limited assets from third party principal instalments,
logistics providers having maturity by July
2026
HDFC Bank Term loan – 2* (a) Acquisition of fixed February 1, 2024 and 235.00 187.95 8.35% to 8.38% 30 months Repayable in quarterly
Limited assets; and (b) capital March 31, 2024 principal instalments,
expenditure for having maturity by July
warehouse 2026
HDFC Bank Term loan – 3* Capital expenditure for June 19, 2024 240.00 216.00 8.19% 30 months Repayable in quarterly
Limited warehouse principal instalments,
having maturity by
December 2026
HDFC Bank Term loan – 4* Capital expenditure for June 19, 2024 550.00 495.00 8.19% 30 months Repayable in quarterly
Limited dark stores principal instalments,
having maturity by
December 2026
HDFC Bank Term loan – 5* Capital expenditure for June 19, 2024 620.00 260.75 8.19% 30 months Repayable in quarterly
Limited dark stores principal instalments,
having maturity by
December 2026
Total 2,993.00 2,238.10
* Basis confirmation from the bank and a third party certificate, the term loan-2, the term loan-3, the term loan-4 and the term loan-5 were availed on the respective dates mentioned above as a reimbursement against the capital expenditure
(including acquisition of fixed assets/ property plant and equipment) for warehouse and dark stores which was spent during the period September 2023 to May 2024. Our Company had financed capital expenditure (including acquisition of
fixed assets/ property plant and equipment) for warehouse and dark stores out of its internal accruals and subsequently availed the said term loans as a reimbursement.
# On October 1, 2024, Scootsy has repaid ₹ 134.80 million of Term loan - 1. The revised balance as of the certificate dated October 28,2024, issued by Manian and Rao, Chartered Accountants, is ₹. 943.60 million.
Notes:
1) Pursuant to a certificate dated November 8, 2024 issued by our Statutory Auditors, they have reported that the amounts drawn down under the aforementioned borrowings have been utilised towards the purpose for which such
borrowings were sanctioned as per the procedures performed by them detailed in their certificate.
2) There are no prepayment penalty/conditions which are applicable to the borrowings detailed above (as certified by Manian and Rao, Chartered Accountants pursuant to their certificate dated October 28, 2024).
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For details of security provided for the abovementioned borrowings, see “Financial Indebtedness” beginning on page 392.
The repayment/prepayment of the borrowings (excluding interest accrued thereon) by our Material Subsidiary, Scootsy, shall be
based on various factors including (i) any conditions attached to the borrowings restricting our ability to prepay the borrowings and
time taken to fulfil such requirements; (ii) levy of any prepayment penalties and the quantum thereof; (iii) provisions of any law,
rules, regulations governing such borrowings; and (iv) other commercial considerations including, among others, the interest rate
on the loan facility, the amount of the loan outstanding and the remaining tenor of the loan.
Our Company will invest in our Material Subsidiary, Scootsy, in the form of equity.
2. Investment in our Material Subsidiary, Scootsy Logistics Private Limited, for: (a) expansion of our Dark Store network for
our Quick Commerce segment through setting up of Dark Stores; and (b) making lease / license payments for Dark Stores.
The supply chain network for our Quick Commerce segment includes fulfilment centres which are micro-logistics facilities, which
stock and manage a variety of stock-keeping units (“SKUs”) owned by the merchant partners (“Dark Stores”). Compared to
traditional logistics facilities, which may be larger and located in less convenient locations, Dark Stores enable the merchant partners
to, among other things, reduce delivery times, according to the Redseer Report. These Dark Stores have been strategically set up in
various localities in identified catchment areas across the cities in which we operate our Quick Commerce business. This enables
seamless and quick availability and supply of grocery and household items in the area, with an average delivery time across cities
of approximately 12.6 minutes. The SKUs stocked in our Dark Stores are also listed on our Quick commerce platform by such
merchant partners. These Dark Stores are set up strategically in various localities across cities in which our Quick Commerce
business operates. However, the region wise revenue for our Quick Commerce business is business sensitive and confidential in
nature and accordingly, has not been disclosed in this Prospectus. For details, see “Industry Overview” and “Our Business – Our
Business Offerings – Quick Commerce” on pages 184 and 223.
These Dark Store capabilities enable our merchant partners to store and offer all varieties of perishable and non-perishable consumer
products ranging from fruits and vegetables to frozen food products and other grocery and household needs of our users. Typically,
these merchant partners are retailers engaged in the business of selling grocery, fast moving consumer goods and household items
on our platform. Our Dark Stores are integral to ensure quick processing of orders and are specifically designed to enable our
merchant partners to meet the increasing demand for fast and convenient deliveries generated through our Quick Commerce
platform. For further details on our Quick Commerce segment, please see “Our Business – Our Business Offerings – Quick
Commerce” on page 223.
The Dark Stores are currently leased by Scootsy pursuant to lease agreements or leave and licence agreements and, under such
agreements, Scootsy is required to make lease /license fees to the lessors/licensors, as applicable. Previously, the premises of a Dark
Store (including fit-outs and installations) was sub-leased by Scootsy to a merchant partner and the Dark Stores were operated by
the various merchant partners. Further, depending on the available catalogues of SKUs with each merchant partner and their
willingness to participate in different locations, the merchant partners are onboarded on our platform. In order to create more
seamless and efficient operations for our merchant partners and offering wider assortment to our users, we integrated fulfilment
services into our platform services offered to the merchant partners, with effect from August 2023. Pursuant to such integration, the
platform services provided by our Company includes listing, customer care and fulfilment services through the Dark Stores. The
fulfilment services are provided by our Company to the merchant partners through our Material Subsidiary, Scootsy. As of June 30,
2024, Scootsy was operating 581 open Dark Stores premises on lease/ leave and license agreement. Most of these agreements are
subject to lock-in for period ranging from 6 to 12 months, penalties payable, inter alia, upon termination by Scootsy prior to expiry
of such lock-in.
Pursuant to the arrangements described above, the Company charges platform services fees from the merchant partners. Further,
pursuant to the arrangement between the Company and Scootsy, Scootsy charges certain service fees from the Company, as further
described above in “ – Business structure of Scootsy Logistics Private Limited” on page 142.
The Dark Store locations are based on consumer demand clusters identified by data analytics on our platform, to enable merchant
partners deliver products to the users within the expected delivery time and fulfil orders more efficiently. We shortlist locations
within a certain serviceable radius to these demand clusters to help ensure customers receive their orders within the promised
delivery time. The sizes and layout of the Dark Stores vary across regions and are dependent on various factors such as availability
of suitable locations, addressable market, costs in relation to lease/license, customer demands, competition within a given region or
across regions, SKUs to be stocked by our merchant partners, etc. Further, depending on the available catalogues of SKUs with
each merchant partner and their willingness to participate in different locations, the merchant partners are onboarded on our
platform.
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We started our Quick Commerce business in 2020 in some of the cities where our Food Delivery business was established, owing
to the incumbent user base, leveraging our existing Food Delivery platform and our ability to forecast demand with higher accuracy.
As of June 30, 2024, we have a total of 581 open Dark Stores spread across 32 cities in the northern, western, eastern and southern
regions of India. Our Dark Store infrastructure has grown significantly over time, from 12 Dark Stores as on April 1, 2021, to 581
Dark Stores as on June 30, 2024. As on June 30, 2024, the size of our Dark Stores ranges from 1,400 square feet in Sector 46, Noida
to 10,810 square feet in Garudacharpalya, Bengaluru, with an average area of 3,006 square feet per Dark Store.
The details of the Dark Stores leased by our Material Subsidiary, Scootsy as at and for the three months ended June 30, 2024, and
June 30, 2023 and the last three Fiscals, are set out below:
Particulars As at and for As at and for As at and for As at and for As at and for
the three the three the Fiscal 2024 the Fiscal 2023 the Fiscal 2022
months ended months ended
June 30, 2024 June 30, 2023
Number of Dark Stores open as on the 538 460 460 330 12
first day of each period/Opening count of
the Dark Stores*
Number of Dark Stores opened/added 59 45 220 248 324
during the relevant period*
Number of Dark Stores closed during the 16 61 142 118 6
relevant period*#
Number of Dark Stores open as on the 581 444 538 460 330
last day of each period/closing count of
the Dark Stores*
Total capital expenditure incurred on the 367.23 219.77 1,203.72 1072.67 1,902.43
Dark Store opened (in ₹ million)*
Total area of opened Dark Stores (in 243,251 128,491 649,320 686,210 894,817
square feet)*
Average size of opened Dark Store (in 4,123 2,855 2,951 2,767 2,762
square feet)*
* As certified by Manian and Rao, Chartered Accountants pursuant to their certificate dated October 28, 2024.
# Reasons for closure of Dark Stores include: (a) replacement with more optimal locations to better serve customer demand and demand clusters, reduce delivery
times and costs; and (b) relocate/reorganise into a larger space in order to accommodate larger inventory.
Our Company’s quick commerce revenue is aligned to the number of orders fulfilled by us. Dark Store fulfilment services form
part of the platform services offered by our Company to the merchant partners. Given that such platform services are not restricted
to the Dark store services only, our Company does not track the revenue, expenditure and profit earned from the Dark Stores on a
square feet basis. Accordingly, the above table does not include details such as: (a) revenue per square feet, costs per square feet
and profits per square feet, from the Dark Stores; (b) expenditure per square feet per Dark Store, incurred by our Company and; (c)
Average revenue per Dark Store.
We intend to utilise up to ₹ 11,787.00 million towards investing in our Material Subsidiary, Scootsy, in the form of equity for: (a)
expansion of our Dark Store network for our Quick Commerce segment through setting up of Dark Stores; and (b) making lease /
license payments for Dark Stores.
Details of the abovementioned objects are set out below:
A. Expansion of our Dark Store network for our Quick Commerce segment through setting up of Dark Stores
We propose to utilize up to ₹ 7,554.00 million out of ₹ 11,787.00 million, towards investing in our Material Subsidiary, Scootsy,
which will, in turn be utilized for opening approximately 741 Dark Stores measuring an aggregate of approximately 2.59 million
square feet.
We propose to open Dark Stores in the cities in which our existing Dark Stores operate, such as Mumbai and Pune in Maharashtra,
Bengaluru in Karnataka, Chennai in Tamil Nadu, Hyderabad in Telangana, New Delhi in Delhi and Kolkata in West Bengal as well
as in new cities we may choose to expand our Quick Commerce business in the future. Further, we may re-equip and re-employ
certain equipment and fit-outs deployed at an erstwhile Dark Store into the new Dark Store, pursuant to which the capital expenditure
for setting up a Dark Store may be relatively reduced compared to the estimated costs specified below. Accordingly, we may utilise
the surplus Net Proceeds, if any, resulting out of such re-employment of equipment and fit-outs, towards opening a higher number
of Dark Stores than estimated in this section, provided that the amount of Net Proceeds utilised towards this Object does not exceed
the limit specified above.
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As on the date of this Prospectus, Scootsy is yet to identify the exact locations or enter into agreements for lease of suitable properties
for setting up the Dark Store out of the Net Proceeds. The business plan of the Company (including the details of Dark Stores to be
opened in each Fiscal) shall be approved by the Board of Directors of our Company, on an annual basis. The locations in which the
Dark Stores are proposed to be opened are not final and exhaustive, and any changes thereof will be decided by us after conducting
a detailed analysis of the demographics, customer demand, lease / license payments and other business and market considerations.
For further details, see “Risk Factors – We are yet to identify the exact locations or properties for the setting up Dark Stores, for
which we intend to utilise the amount from Net Proceeds” on page 43.
Details of expenditure for setting up of Dark Stores
As on June 30, 2024, the average size of our Dark Stores (aggregate area divided by number of active Dark Stores) is 3,006 square
feet per Dark Store. Owing to the growing inventory and wider selection of products placed by our merchant partners at our Dark
Stores, to meet the demands of our users, we have considered an average size of 3,500 square feet per Dark Store (“Average Size”)
for arriving at the estimated costs below. While the size, number and exact area of the Dark Stores may vary, the new Dark Stores
are proposed to be set up on an overall aggregate area measuring approximately 2.59 million square feet.
A detailed break-up of the total estimated costs to be incurred for setting the number of Dark Stores included in the table above, is as
follows:
Particulars Fiscal 2025 Fiscal 2026 Fiscal 2027 Fiscal 2028 Total
Number of Dark Stores 51 253 265 172 741
Average built up area per Dark 3,500 3,500 3,500 3,500 3,500
Store (in square feet)
Aggregate area per Fiscal 0.18 0.89 0.93 0.60 2.59
(approximate) (in million square
feet)
Average capital expenditure for 8.90 9.60# 10.37# 11.20# N.A.
fit-outs per Dark Store*^ (in ₹
million)
Aggregate capital expenditure*^ 453.00 2,428.00 2,747.00 1,926.00 7,554
(in ₹ million)
*
Inclusive of applicable goods and services tax (“GST”).
# A year-on-year inflation rate of approximately 8% in Fiscals 2026, 2027 and Fiscal 2028, has been assumed, resulting into increase in capital expenditure to be
incurred per Dark Store. For further details, please “- Estimated cost to set up a Dark Store” on page 149 below.
We shall not deploy the Net Proceeds towards setting up of the number of Dark Stores, amounting to an overall aggregate area
identified in table beyond the maximum outer limit mentioned in the schedule of implementation and deployment of Net Proceeds
disclosed in “ – Proposed schedule of implementation and deployment of Net Proceeds” on page 143, that is, beyond Fiscal 2028,
without being authorised to do so by our Shareholders.
Estimated cost to set up a Dark Store
The estimated costs set out below, for setting up a Dark Store of Average Size (“Average Size Dark Store”), are based on: (i) a
certificate dated November 8, 2024 from Architects IN, independent architect, for the purposes of certifying the components, fit-
outs and installations; (ii) valid quotations obtained by Scootsy, from various contractors/vendors; and (iii) capital expenditure
incurred by Scootsy for setting up of Dark Stores, in the three months ended June 30, 2024 and June 30, 2023 and Fiscals 2024,
2023 and 2022, prior to the date of this Prospectus , which has been computed and certified by Manian and Rao, Chartered
Accountants, pursuant to their certificate dated October 28, 2024.
Particulars Amount(1)(2) Name of vendor Validity of
S. Category of fit- Details of the components to be purchased (in ₹ quotations
No. outs/installations million)
required
1. Civil Work Demolition work, civil construction work including 1.10 Neo Interiors Up to March 31, 2025
masonry wall, scaffolding, water proofing for floors,
floor raising, flooring including tiling, wall tiling and
painting, door installation
2. Plumbing work Pipes fitting, PVC soil, waste, vent pipes and fittings, 0.02 Neo Interiors Up to March 31, 2025
water tank, plumbing fixtures
3. Electrical work Distribution panel, LT cables, GI raceway, LT cable 0.75 Neo Interiors Up to March 31, 2025
termination, wiring and earthing, modular sockets,
point wiring, light fitting and fans, energy meter,
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Particulars Amount(1)(2) Name of vendor Validity of
S. Category of fit- Details of the components to be purchased (in ₹ quotations
No. outs/installations million)
required
temporary power arrangements and other
miscellaneous components
4. Air conditioning Air conditioning units, electric control cables, 0.40 Air Technic System Up to March 31, 2025
stabilizer, AC timer and stands Private Limited
5. Cold room Supply and installation of walk-in combo rooms, 1.44 Air Technic System Up to March 31, 2025
safety lock, alarm hooter, Private Limited
strip curtains, lights, protective puff wall
6. Rental diesel Various KVA electronic governor with Double 0.17 Sahni Traders Diesel Up to March 31, 2025
generator set contactor L & T AMF panel along with high voltage, Generator Sets
low voltage, overload and single phase safety
protections
7. 3.2 KVA inverter and 3.2KVA inverter 36V DC System, stand, built-in 0.05 Fluxtronics Private Up to March 31, 2025
650 VA UPS battery system and batteries Limited
8. 40 KVA stabilizer Servo controlled Voltage stabilizer three phase (oil 0.11 Fluxtronics Private Up to March 31, 2025
cooled) Limited
9. CCTV Hi-vision surveillance cameras, power manager and 0.45 Image Link Systems Up to March 31, 2025
related support material Pvt Ltd
10. Cooling equipment Chillers, freezers and temperature display for chest 0.19 Western Up to March 31, 2025
freezer Refrigeration (P) Ltd
11. Racks and baskets Regular racks, angle racks, side angle support, heavy 2.51 SK Enterprises Up to March 31, 2025
duty racks, pigeonhole racks, slotted angle rack, PP
Sheet and heat-sealing machine
Shopping basket, crates and shopping trolley A One Office Up to March 31, 2025
Solutions
Plastic rack dividers La Pliant Acrylic Up to March 31, 2025
Fabricators and
Electro Platers
Reverse osmosis plant with tank and stand KBN Enterprises Up to March 31, 2025
12. IT infrastructure work Thermal printers and other IT Components 1.37 Quinta Systems Up to March 31, 2025
Private Limited, ADR
Network Services
LLP, Airowire
Networks Private
Limited, Cartel
Infosystems, and
Chainway (India)
Private Limited
13. Miscellaneous Fire extinguishers, ladders, dividers and other 0.34 Neo Interiors Up to March 31, 2025
(Security table, miscellaneous items
Packing table, Pigeon
hole racks,
Extinguisher)
Total (in ₹ million) 8.90
(1) Inclusive of GST.
(2) The total estimated capital expenditure for setting-up of one Average Size Dark Store has been certified by Architects IN, by way of their certificate dated
November 8, 2024.
While the quotations above are valid as on the date of this Prospectus, Scootsy, has not entered into any definitive agreements or
placed orders with the contractor/ vendor and there can be no assurance that the same contractor/ vendor would be engaged
eventually to supply the requisite equipment/ fit-outs or supply at the same costs. For details, see “Risk Factors – Our funding
requirements and proposed deployment of Net Proceeds of the Offer are based on management estimates and have not been
independently appraised by a bank or a financial institution and if there are any delays or cost overruns, our business, financial
condition and results of operations may be adversely affected.” on page 42. Scootsy will, thus, seek new quotations upon expiry of
such quotations or engage new vendors, which may result in additional costs to be incurred per Average Size Dark Store.
Nevertheless, we have assumed an inflation rate of approximately 8% in Fiscals 2026, 2027 and Fiscal 2028, resulting into increase
in capital expenditure to be incurred per Average Size Dark Store.
The above estimated costs may increase or decrease depending on the revised commercial terms, rate of inflation or other
macroeconomic factors, amongst others. In the event of any increase in estimated cost, such additional cost shall be funded through
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alternate funding options such as internal accruals and/ or availing future debt from lenders. The quantity of equipment/ fit-outs to
be purchased is based on the present estimates of our management and the same may be subject to revision according to various
factors including our evolving business requirements. Our Company undertakes that the portion of Net Proceeds earmarked for this
Object shall not be utilised towards payment of security deposits against lease/ leave and license agreement of the Dark Stores or
lease/ license payment for any new Dark Stores being opened from these proceeds. For details, see “Risk Factors – We have not
entered into any definitive arrangements to utilize certain portions of the Net Proceeds of the Offer and the costs to be incurred in
relation to such Objects are based on the quotations received from the vendors or estimates of the management” on page 43.
Approvals required for setting up Dark Stores
Our Material Subsidiary, Scootsy, will have to procure registrations under the relevant state’s shops and establishments legislations
as well as obtain registrations under the other applicable labour laws, including but not limited to the Contract Labour (Regulation
& Abolition) Act, 1970 and state level professional tax registrations, to the extent applicable, for each Dark Store. Upon finalisation
of the location of the Dark Stores, Scootsy will apply for the relevant approvals in accordance with applicable laws. For further
details, see “Key Regulations and Policies in India” and “Government and Other Approvals” on pages 233 and 401, respectively.
Also, see “Risk Factors – Our Material Subsidiary, Scootsy, shall have to procure the government approvals and registrations
required for setting up Dark Stores in the ordinary course of business, in accordance with the Objects of the Offer” on page 45.
B. Making lease / license payments for Dark Stores.
As on June 30, 2024, we have 581 open Dark Stores as part of our Quick Commerce business segment which are held by our
Material Subsidiary, Scootsy, on a leasehold basis, pursuant to various lease agreements or leave and license agreements, ranging
from 11 months to nine years. For further details, see “Our Business – Property” on page 232.
Our Material Subsidiary, Scootsy, has incurred the following expenditure towards lease / license payments on Dark Stores in the
three months ended June 30, 2024 and June 30, 2023 and last three Fiscals:
Particulars As at and for the As at and for the As at and for the As at and for the As at and for the
three months three months Fiscal 2024# Fiscal 2023# Fiscal 2022#
ended June 30, ended June 30,
2024# 2023#
Total Number of Dark Stores for 597* 505 680 578 336
which rental payments were made,
in the fiscal/period#
Total lease rental expenditure 385.87 310.26 1,270.37 1,124.19 276.96
incurred on lease payments for
Dark Stores (in ₹ million)#
# As certified by Manian and Rao, Chartered Accountants by way of certificate dated October 28, 2024.
* Of the above 597 Dark Stores for which rent expense was incurred for the three months ended June 30, 2024, only 581 Dark Stores were open as on June 30,
2024 and will have rental expense going forward.
We intend to utilize up to ₹ 4,233.00 million out of ₹ 11,787.00 million, towards making payments of lease / license payments of
all the Dark Stores for Fiscals 2025, 2026, 2027 and 2028. The lease / license payments are based on the actual amounts payable
based on valid and existing lease deeds / leave and license agreements which have been entered into by our Material Subsidiary,
Scootsy, with various lessors and licensors for the Dark Stores. The below mentioned estimates take into consideration any
escalation as per the terms of the lease agreements and leave and license agreements. The amount to be utilized from the Net
Proceeds towards lease / license payments for the Dark Stores, in Fiscals 2025, 2026, 2027 and 2028 is as follows:
Particulars Fiscal 2025 Fiscal 2026 Fiscal 2027 Fiscal 2028 Total#
Aggregate lease / license payments to be made 297.00 1,249.00 1,311.00 1,376.00 4,233.00
for Dark Stores (in ₹ million)
# Please note that Company proposes to utilize up to ₹ 4,233.00 million of the total estimated aggregate lease / license payments of ₹ 5,379.81 million till Fiscal
2028, as reviewed by Manian and Rao, Chartered Accountants by way of certificated dated October 28, 2024.
Further, while the Net Proceeds is not intended to be utilized towards lease / license payments of the Dark Stores proposed to be
opened out of the Net Proceeds, however, in the event that the lease agreements or leave and license agreements for any of the
existing Dark Stores are terminated prior to the completion of its terms, or if any of such agreements are amended to reduce the
respective lease / license payments amount modified, we may use the remaining/surplus Net Proceeds towards lease / license
payments for the new Dark Stores which shall be set up from the Net Proceeds, subject to applicable law, such that the amount
proposed to be utilised towards this Object does not exceed ₹ 4,233.00 million.
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Summary of financial results of our Material Subsidiary, Scootsy
The following financial information has been derived from the financial results of our Material Subsidiary, Scootsy, for the Fiscals
2024, 2023 and 2022:
(in ₹ million)
Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022
Equity capital 13.56 7.18 6.80
Reserves and surplus (excluding (7,001.22) (6,897.04) (2,860.10)
revaluation reserves)
Revenue from operations 51,956.52 36,861.86 15,803.50
Profit/(loss) after tax (4,239.72) (4,070.34) (2,953.50)
Total borrowings 26,256.66 25,143.69 13,476.60
3. Investment in technology and cloud infrastructure
We consider our platform “Swiggy” to be a key enabler and a pillar of our business. Our technology stack is designed for scalability,
reliability and reusability which helps us integrate our offerings on the platform quickly, resulting in a reduction of costs and time
in introducing new offerings in the market. Our technology infrastructure is critical to ensuring a seamless experience for all our
users, restaurant partners, merchant partners, brand partners and delivery partners, as well as ensuring that all internal processes and
various stages of fulfilment and logistics operate smoothly. For example, our technology-driven personalised recommendations
help users quickly discover desired offerings, evaluate choices and make informed decisions. Our targeted advertising tools help
restaurant partners, merchant partners and brand partners acquire users more effectively. Our data analytics capabilities help us
enhance our offerings, introduce new offerings, further develop our supply chain solutions and last-mile delivery network to bring
more convenience for our users and efficiencies for partners. For further details, see “Our Business – Our Strengths” on page 210.
We have built our technology infrastructure on the top of services provided by third party technology and cloud infrastructure
vendors. We aim to further innovate, iterate and improve our technology stack to enhance the platform experience and offerings for
all our users as well as our restaurant partners, merchant partners and brand partners, and improve our operational efficiency. In this
respect, our Company regularly enters into agreements, issues purchase orders/receives invoices and obtains licenses from multiple
vendors and service providers, which offer the following technological services to us:
cloud storage and infrastructure services which help us host, store and keep data secure on our platform;
data management, processing and analytics services which help us in optimising our platform, forecast demand patterns,
match delivery partner availability with user demand, decide delivery partner allocation, maximise delivery partner earnings,
reduce delivery time and track orders in real time; and
access to a digital map platform, including access to static and dynamic map services, distance and route calculation services,
geolocation services etc.
Our integrated and data backed technology infrastructure allow us to understand market demands, innovate new capabilities,
introduce and test new offerings at a rapid pace, with efficiency and scale. We plan to further invest in expanding the capacity of
our cloud infrastructure to handle more users, greater engagement through a higher number of use-cases, and efficient handling of
data and peak demand scenarios. For details, see “Our Business – Our Strategies – Invest in our technology backbone and optimise
our last mile network to enable efficient scaling of operations to service more users” on page 219.
Our Company, from time to time, enters into agreements and arrangements with technology service providers for the provision of
technology and cloud infrastructure services. For instance, our Company has entered into an arrangement with Amazon Web
Services India Private Limited (formerly known as Amazon Internet Services Private Limited) (“Cloud Services Provider”, and
such arrangement, the “Technology Agreement”), effective from March 1, 2023, till February 28, 2026, pursuant to which our
Company avails various services such as cloud storage and support services, database, computation and analytics services, site
recovery and firewall services. Pursuant to the Technology Agreement, our Company has a commitment to spend a total of ₹
7,760.85 million (USD 93,000,000), over a term of three years till February 28, 2026, and an annual commitment to spend at least
₹ 2,086.25 million (USD 25,000,000) (plus any accrued shortfall amount from the previous year) for three consecutive years starting
from March 1, 2023 (For the purposes of these estimations, a conversion rate of 1 USD = ₹ 83.45 as on June 30, 2024 has been
considered).
Our Company had previously entered into an arrangement with the Cloud Services Provider, effective from October 1, 2019, till
September 30, 2022, for the provision of similar services. The Cloud Services Provider, which is one of the technology service
providers of the Company, is not a related party of our Company, the Directors, Key Managerial Personnel, Senior Management
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Personnel, Subsidiaries or the Group Companies.
Pursuant to the Technology Agreement and any similar arrangements which may be entered into by our Company with technology
service providers in the future, including with the Cloud Services Provider, our Company proposes to continue enhancing our
technology infrastructure to identify and understand our consumer’s demands across our offerings and employ data analytics and
artificial intelligence in order to cater to more consumers, greater engagement through higher number of use-cases, efficient
handling of data and peak demand scenarios, in order to unlock growth potential and revenue maximisation. For details see, “Our
Business – Our Growth Strategies” on page 216.
Our technology and cloud infrastructure cost for the three months ended June 30, 2024, and June 30, 2023 and Fiscals 2024, 2023
and 2022, on a consolidated basis, were as follows:
(in ₹ million)
Three months ended Three months ended
Fiscal 2024 Fiscal 2023 Fiscal 2022
June 30, 2024 June 30, 2023
% of total % of % of % of total % of total
Particulars Amount Amount Amount Amount Amount
other total total other other
(in ₹ (in ₹ (in ₹ (in ₹ (in ₹
expenses* other other expenses* expenses*
million) million) million) million) million)
expenses* expenses*
Technology and 829.74 4.19 794.09 5.06 2,956.96 4.32 4,135.70 5.88 3,279.69 6.10
cloud
infrastructure cost
* As certified by Manian and Rao, Chartered Accountants by way of certificate dated October 28, 2024.
The details of fees paid to the Cloud Services Provider, pursuant to technology agreements, for the three months ended June 30,
2024, and June 30, 2023 and Fiscals 2024, 2023, and 2022, were as follows:
(in ₹ million, unless otherwise specified)
Particular Three months ended Three months ended Fiscal 2024
Fiscal 2023 Fiscal 2022
s June 30, 2024 June 30, 2023
% of % of % of % of % of
technology technology technology technology technology
Amount (in Amount (in Amount (in Amount (in Amount (in
and cloud and cloud and cloud and cloud and cloud
₹ million) ₹ million) ₹ million) ₹ million) ₹ million)
infrastruct infrastruct infrastruct infrastruct infrastruct
ure cost ure cost ure cost ure cost ure cost
Fees paid to 535.73 64.57% 480.25 60.48% 1,764.54 59.67% 2,725.56 65.90% 2,216.86 67.59%
Cloud
Services
Provider,
pursuant to
technology
agreements
We intend to utilize up to ₹ 7,034.00 million of the Net Proceeds towards this Object (including payment of the commitment fees
payable under the terms of the Technology Agreement), in order to enhance our technology and cloud infrastructure.
4. Brand marketing and business promotion expenses for enhancing the brand awareness and visibility of our platform, across
our segments
Brand marketing and business promotion initiatives of our Company
We offer consumers an easy-to-use platform, accessible through the single unified “Swiggy” app, to browse, select, order and pay
for food, grocery and household items, and have their orders delivered to their doorstep. According to the Kantar BrandZ Most
Valuable Indian Brands Report 2024, Swiggy is the most valuable brand in the Consumer Technology & Services Platforms
category and amongst the Top 25 most valuable brands in India, overall. Historically, our Company has deployed brand marketing,
and advertising initiatives on online and offline media, to drive effective reach among our target users, to build relevance for the
categories and build awareness for our brands, including “Swiggy” and “Swiggy Instamart”. We also use the channels of digital
marketing across performance marketing, brand marketing, television and digital media initiatives, event sponsorships, celebrity
endorsements and paper advertisements, to expand reach of our brands over time to attract new users to our platform and increase
repeats and retention rates for our existing users across our different business segments. For details, see “Our Business” on page
204.
Our brand marketing and business promotion initiatives focus on driving stronger adoption for our hyperlocal, urban convenience-
driven offerings with our growing user base of urban consumers by driving strong recall value for our offerings. Some of our recent
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notable marketing campaigns are:
“Swiggy Weekends” campaign with the aim to drive the message of weekends being made better with Swiggy to
increase traffic for low frequency users of Food Delivery;
Focused digital campaigns during a recent cricket tournament to build consideration for our “Swiggy Instamart” brand and
increase new user acquisition by leveraging on enhancement of the cricket match viewing experience; and
Strategic newspaper print ad campaigns focused on seasonal offerings and occasion / event - led celebrity endorsements
to amplify our reach and drive enhanced customer awareness towards our offerings on “Swiggy Instamart”.
We formulate digital marketing campaigns, based on data analytics, to drive brand recall, including through targeted advertisements,
notifications, pop-ups and messages on our platform.
With respect to non-digital marketing, we engage in above the line (“ATL”) marketing through advertising agencies, including
advertisements on the television (“TV”) which increase our Brands’ reach and awareness across the country, festivals and cultural
occasions. Such ATL marketing campaigns allow us to reach a wide audience and also help to build an immediate connection with
our user base, driving strong recall value.
Historical expenditure on brand marketing and business promotion
Over the years, our business has grown significantly and our brand marketing strategy to widen our customer base has evolved to
focus on deploying omni-channel marketing initiatives across digital and traditional platforms to improve our customer reach and
drive effective engagement to acquire new consumers. Our Company incurs brand marketing and business promotion expenditure
towards digital brand marketing, ATL marketing through TV, print media, radio, over-the-top (“OTT”) media, digital media, out
of home media, cinema media and ‘below the line’ (“BTL”) marketing campaigns. For instance, to arrive at estimated costs to be
incurred by our Company towards ATL marketing, our Company takes into account the proposed number of campaigns, average
run time of the commercials and the proposed number of weeks such campaigns would be aired, cost per duration of the
advertisement and the television rating points on a gross level. Similarly, to arrive at estimated spends towards BTL marketing
campaigns, our Company takes into account the target reach for these digital campaigns, the views that it can garner through
advertising content and the cost per view / cost per customer across different media platforms and other content and consideration
platforms.
Our brand marketing and business promotion expenditure for the three months ended June 30, 2024, and June 30, 2023 and Fiscals
2024, 2023 and 2022, respectively, on a consolidated basis, is set out below:
Three months Three months
ended June 30, ended June 30, Fiscal 2024 Fiscal 2023 Fiscal 2022
2024 2023
Amount % of Amount % of Amount % of Amount % of Amount % of
Particulars
(in ₹ total (in ₹ total (in ₹ total (in ₹ total (in ₹ total
million) other million) other million) other million) other million) other
* expense * expense * expense * expense * expense
s* s* s* s* s*
Brand marketing and business 1,472.52 7.43 1,300.31 8.29 5,589.21 8.17 5,954.63 8.47 5,283.40 9.82
promotion expenditure
* As certified by Manian and Rao, Chartered Accountants by way of certificate dated October 28, 2024.
For details, see “Restated Consolidated Financial Information” on page 279.
Our consumer engagement and marketing capabilities have translated into customer retention, with the gross order value (“GOV”)
for our platform attributable to existing customers (all customers excluding new customers acquired during the respective
periods/years) during Fiscals 2024, 2023, and 2022 and the three months ended June 30, 2024, being as follows:
Particulars As at and for the As at and for the As at and for the As at and for the As at and for the
three months three months Fiscal 2024 Fiscal 2023 Fiscal 2022
ended June 30, ended June 30,
2024 2023
Platform GOV attributable to 95.77 96.58 94.28 92.08 90.80
existing customers (in %)
Deployment of business promotion as well as brand awareness initiatives in any particular media segment or through any particular
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marketing channel or platform, would be contingent on various factors, such as the nature of the advertising campaign, ratings or
expected viewership or customer reach, targeted geographies and platforms, time slots or user segments, and our overall business
and marketing plans. For instance, our Company has entered into an agreement effective from January 1, 2024, read with amendment
agreement effective from October 1, 2024, with a marketing agency (“Brand Promotion Arrangement”), whereby our Company
proposes to spend up to ₹ 12,000.00 million, over a course of four calendar years commencing from January 1, 2024, on brand
marketing services across various channels, including traditional media (including TV, print and radio media), OTT media and
digital media, media planning and research, preparation and execution of media deployment, billing and invoicing for all media
services and leveraging of certain data tools to be provided by the agency, for campaign analytics etc.
In this regard, our Company, from time to time, has entered into arrangements with various media agencies and services providers,
for availing services such as media planning and implementation, buying advertisement space across various media channels,
campaign management, social media management, affiliate marketing and operation and optimization of digital marketing
campaigns, among other things.
Proposed utilisation of Net Proceeds
We intend to continue to invest in targeted marketing campaigns and other brand-building initiatives, cost-effectively, to create and
increase brand recall, attract and retain more users, restaurant partners, merchant partners, brand partners and delivery partners to
our platform. We intend to also raise awareness of our platform through brand-building campaigns across mass and niche mediums,
as we expand our services both geographically and by use-case. We intend to leverage data analytics capabilities to enhance
personalized recommendations, increase user conversion rates from visits to transactions, and improve user loyalty. We would want
to continue to invest behind marketing mediums (such as digital and brand marketing), while also working on new media
opportunities which evolve based on changing consumer media consumption habits. For further details, see “Our Business – Our
Growth Strategies” on page 216.
The deployment of the Net Proceeds towards brand marketing and business promotion expenses, through ATL marketing, BTL
marketing, digital marketing or other modes of marketing, through inter alia, print media campaigns, campaigns on television,
digital media and online media is contingent on factors set out above. Further, our deployment of brand marketing and business
promotion initiatives is based on past expenditure, management estimates, current circumstances of our business and prevailing
market conditions. Our Company proposes to utilise up to ₹ 11,153.00 million towards this Object (including payments made
pursuant to the Brand Promotion Arrangement, as set out above). Any additional expenses which may be incurred by our Company
towards brand marketing and business promotion expenses would be funded through internal accruals of our Company or means
other than the Net Proceeds.
5. Funding inorganic growth through unidentified acquisitions and general corporate purposes
Our Company proposes to deploy the balance Net Proceeds aggregating to ₹ 11,967.82 million towards funding inorganic growth
through unidentified acquisitions and general corporate purposes, subject to the amount proposed to be utilised for (a) funding
inorganic growth through unidentified acquisitions; and (b) general corporate purposes, together not exceeding 35% of the Gross
Proceeds in accordance with Regulation 7(3) of the SEBI ICDR Regulations, out of which the amounts to utilised towards each of
(i) general corporate purposes, or (ii) funding inorganic growth through unidentified acquisitions, will not exceed 25% of the Gross
Proceeds.
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A. Funding inorganic growth through unidentified acquisitions
We believe that we have benefited significantly from the acquisitions undertaken by us in the past three Financial Years. The table below summarizes certain acquisitions that we
have undertaken in the past:
Date of Date of Name of the Nature of Nature of Name of the transferor Consideration for Details of the Acquisition Relationship of
acquisition closing entity acquisition business of acquisition (in ₹ valuation rationale and Directors with
acquired the entity million, unless benefits the transferor/
acquired otherwise stated) accrued entity from
whom the
Company has
acquired in the
last five years
July 1, 2022 July 1, Acquisition of Acquisition of Inter alia, (i) Times Internet Limited 18,011,135 equity Valuation Expansion of N.A.
2022 the ‘DineOut’ business discovery of shares of our determined service offerings
business undertaking restaurants and Company, as pursuant to to include eating
offers; (ii) consideration for valuation out and events
table transfer of the report dated
reservation business May 31, 2022,
with respect to issued by
various Samarth
restaurants; Valuation
(iii) digital Advisory LLP,
payment registered
facilitation and valuer entity
solution to
consumers.
August 29, August Acquisition of Acquisition of Authorised The Ramco Cements 10,721,700 fully Valuation Authorised N.A.
2023 29, 2023 Lynks 100% stake distribution of Limited, Ramco paid up Series K1 determined distribution of
Logistics fast-moving Industries Limited, CCPS of ₹ 10 each pursuant to FMCG brands
Limited consumer Ramco Industrial and of our Company and valuation to wholesalers
goods and Technology Services ₹ 18.42 million of report dated and retailers to
other products. Limited, Rajapalayam Cash as August 10, complement the
Mills Limited, P.V. consideration for 2023, issued existing supply
Abinav transfer of the by Samarth chain and
Ramasubramaniam Raja, business, amounting Valuation distribution
P.R. Venketrama Raja, to a total Advisory LLP, offering of
Lynks Shareholders’ consideration of ₹ registered Scootsy
Trust, Anuj Lal (jointly 3,855.39 million valuer entity
with Sharmishta
Niranthari Lal) and Inder
Soni
For further details, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 359.
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Potential acquisitions and/or investments will be undertaken with a view to augment our growth by acquiring companies or investing
in companies, based on the following broad framework:
● Targets that can help increase reach, engagement and / or monetization opportunities with our ecosystem stakeholders –
users, merchant partners and delivery partners;
● expertise in the domain we operate in or wish to expand into;
● strategic fit to our existing business(es) or serving connected extensions;
● newer technology infrastructure, service/product offerings, and advanced personnel including ones which plug-in gaps in
our existing ecosystem/value chain;
● enhance our geographical reach;
● strengthen market share in existing markets; and
● strengthening our management team.
Accordingly, we believe that acquisitions and investments made by our Company in furtherance of the factors set out above, will
fit in our strategic business objectives and growth strategies. For further details, see “Our Business – Our Growth Strategies” on
page 216.
We intend to utilise a portion of the Net Proceeds towards our strategic acquisitions and/or investments which will be based on our
management’s decision and may not be the total value or cost of any such investments but is expected to provide us with sufficient
financial leverage to pursue such investments. For further details, see “Risk Factors – If we are unable to make strategic
acquisitions, investments or alliances, or successfully integrate them with our business, our business, results of operations and
financial condition could be adversely affected. Additionally, if our Net Proceeds to be utilised towards inorganic growth through
unidentified acquisitions are insufficient for the cost of our proposed inorganic acquisition, we may have to seek alternative forms
of funding.” on page 44. Further, the proposed inorganic acquisitions shall be undertaken in accordance with the applicable laws,
including the Companies Act, FEMA and the regulations notified thereunder, as the case maybe.
The actual deployment of funds will depend on a number of factors, including the timing, nature, size and number of acquisitions
undertaken, as well as general factors affecting our results of operation, financial condition and access to capital. These factors will
also determine the form of investment for these potential acquisitions, i.e., whether they will be directly done by our Company or
through investments in our Subsidiaries in the form of equity, debt or any other instrument or combination thereof, or whether these
will be in the nature of business/asset or technology acquisitions or joint ventures. Acquisitions and inorganic growth initiatives
may be undertaken as business transfers or share-based transactions, including share swaps, merger/demerger or a combination
thereof, or any other mode permitted under applicable laws. At this stage, our Company cannot determine whether the form of
investment will be cash, equity, debt or any other instrument or combinations thereof.
Acquisition process
The usual framework and process followed by us for acquisitions and entering into strategic partnerships involves identifying the
avenues based on the following criteria: (a) expertise of such avenue in the domain we operate in or wish to expand into; (b) strategic
fit to our existing business(es); (c) compatibility with our industry and our business; (c) presence in our targeted domestic and/or
overseas markets; (d) new features/services to serve existing customers; (e) newer technology infrastructure, service/product
offerings; and (f) ability to strengthen market share in existing markets etc.
As on the date of this Prospectus, we have not entered into any definitive agreements for utilisation of the Net Proceeds towards
any future acquisitions or strategic initiatives for the Object set out above. At this stage, our Company cannot identify any acquisition
targets, the acquisition or investment process and whether (a) the form of investment will be cash, equity, debt or any other
instrument or combinations thereof; (b) such acquisitions would be in same industry; or (c) such acquisition will be in domestic
market or outside India or both. Further, in accordance with the SEBI Listing Regulations, with respect to such acquisitions proposed
to be made from the Net Proceeds, our Company will disclose to the Stock Exchanges, the required details of the acquisition,
including name of the target entity, cost of acquisition and nature of acquisition, at the relevant stages as prescribed therein.
B. General corporate purposes
Our Company proposes to utilize such amount for the general corporate purposes which shall not exceed 25% of the Gross Proceeds,
for the business requirements of our Company and its Subsidiaries, such as: (i) capital expenditure requirements including
refurbishments, (ii) rental and administrative expenses, (iii) working capital requirements, (iv) new product development, and (v)
meeting exigencies and expenses incurred in the ordinary course of business, as the case may be, and as may be deemed fit by the
management of our Company.
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In addition to the above, our Company may utilise the Net Proceeds towards other expenditure considered expedient and as approved
periodically by our Board, subject to compliance with all applicable laws and regulations. The quantum of utilization of funds
towards each of the above purposes will be determined by management of our Company, based on the amount actually available
under this head and the business requirements of our Company, from time to time. Our Company’s management shall have
flexibility in utilising surplus amounts, if any. The amount to be utilised from the Net Proceeds towards general corporate purpose
shall not be used for utilisation for any of the other identified objects of the Offer.
Means of Finance
The Objects are proposed to be funded from the Net Proceeds. Accordingly, we confirm that there is no requirement to make firm
arrangements of finance under the SEBI ICDR Regulations through verifiable means towards at least 75% of the stated means of
finance, excluding the Net Proceeds to be raised from the Fresh Issue and existing identifiable internal accruals, as prescribed under
the SEBI ICDR Regulations.
Interim use of Gross Proceeds
We will have flexibility to deploy the Gross Proceeds. Pending utilisation of the Gross Proceeds for the purposes described above,
our Company will temporarily invest the Gross Proceeds in deposits only in one or more scheduled commercial banks included in
the Second Schedule of the Reserve Bank of India Act, 1934, as amended, as may be approved by our Board or a duly constituted
committee thereof.
In accordance with the Companies Act, 2013, we confirm that we shall not use the Gross Proceeds for buying, trading or otherwise
dealing in shares of any other listed company or for any investment in the equity markets. Further, we confirm that pending
utilisation of the Net Proceeds for the purposes described above, no lien of any nature shall be created on the Net Proceeds which
are temporarily invested in the scheduled commercial banks.
Any interest earned on the deposits made by our Company in a scheduled commercial bank, shall be utilized towards a shortfall in
fulfilment of the Object(s), if any, as set out above. Further, in case there is no shortfall in utilization of the Net Proceeds towards
the Objects or if there is any residual interest income after meeting such shortfall, the residual interest income shall be utilized
towards: (i) capital expenditure requirements including refurbishments, (ii) rental and administrative expenses, (iii) working capital
requirements, (iv) new product development, and (v) meeting exigencies and expenses incurred in the ordinary course of business,
as the case may be, and as may be deemed fit by the management of our Company.
Bridge financing facilities
We have not raised any bridge loans from any bank or financial institution as on the date of this Prospectus, which are proposed to
be repaid from the Net Proceeds.
Offer Expenses
The total Offer related expenses are estimated to be approximately ₹ 3,523.93 million.
Other than (i) listing fees, which shall be borne by the Company; and (ii) audit fees of the Statutory Auditors and expenses for any
corporate advertisements, i.e. any corporate advertisements consistent with past practices of the Company and not related to the
Offer, which shall be solely borne by our Company; and (iii) fees and expenses for the legal counsel to the Selling Shareholders, if
any, which shall be solely borne by the respective Selling Shareholders, all costs, charges, fees and expenses in respect of the Offer
shall be shared amongst the Company and each of the Selling Shareholders on a pro rata basis, in proportion to the Equity Shares
issued and allotted by the Company in the Fresh Issue and the Offered Shares sold by the Selling Shareholders in the Offer for Sale
(“Proportion”). Upon completion of the Offer, any payments made by the Company, if any, in relation to the Offer expenses on
behalf of any of the Selling Shareholders shall be reimbursed by such Selling Shareholder to the Company from the proceeds lying
to the credit of the public offer account/ monitoring agency account.
It is clarified that, in the event of withdrawal or abandonment of the Offer or if the Offer is not successful or consummated, all costs
and expenses (including all applicable taxes) with respect to the Offer shall be shared amongst the Company and each of the Selling
Shareholders on a pro rata basis, in proportion to the Equity Shares issued and allotted by the Company in the Fresh Issue and the
Offered Shares sold by the Selling Shareholders in the Offer for Sale.
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The break-up for the estimated Offer expenses are as follows:
Activity Estimated expenses(1) As a % of total As a % of Offer
(₹ in million) estimated Offer size(1)
related expenses(1)
BRLM’s fees (including brokerage and selling 2,748.04 77.98% 2.43%
commission)
Commission/processing fee for SCSBs, Sponsor 86.83 2.46% 0.08%
Bank and Bankers to the Offer. Brokerage and selling
commission and bidding charges for Members of the
Syndicate, Registered Brokers, RTAs and
CDPs.(1)(2)(3)(4)
Fees payable to Registrar to the Offer 0.03 0.00% 0.00%
Fees payable to the other parties to the Offer^ 78.68 2.23% 0.07%
Others
Listing fees, SEBI filing fees, upload fees, 233.62 6.63% 0.21%
BSE and NSE processing fees, book
building software fees and other regulatory
expenses
Fees payable to legal counsel 207.09 5.88% 0.18%
Printing and stationery 4.51 0.13% 0.00%
Advertising and marketing expenses 124.87 3.54% 0.11%
Miscellaneous 40.26 1.14% 0.04%
Total estimated Offer expenses 3,523.93 100.00% 3.11%
^Other parties to the Offer include Statutory Auditors, Independent Chartered Accountants, Architects IN, independent architect, Redseer, etc. for the services
rendered by them for the Offer.
(1) Offer expenses include applicable taxes, where applicable. Offer expenses are estimates and are subject to change.
Selling commission payable to the SCSBs on the portion for RIBs, Non-Institutional Bidders and Eligible Employee Bidders which are directly procured and
uploaded by the SCSBs, would be as follows:
Portion for RIBs* 0.30% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders* 0.15% of the Amount Allotted (plus applicable taxes)
Portion for Eligible Employees* 0.15% of the Amount Allotted (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.
Selling Commission payable to the SCSBs will be determined on the basis of the bidding terminal id as captured in the Bid book of BSE or NSE.
No processing fees shall be payable by our Company and any of the Selling Shareholders to the SCSBs on the applications directly procured by them.
(2) Processing fees payable to the SCSBs on the portion for RIBs, Non-Institutional Bidders and Eligible Employee(s) (excluding UPI Bids) which are procured by
the members of the Syndicate/sub-Syndicate/Registered Broker/RTAs/CDPs and submitted to SCSB for blocking, would be as follows:
Portion for RIBs, Non-Institutional Bidders and Eligible Employees* ₹ 10 per valid application (plus applicable taxes)
*Processing fees payable to the SCSBs for capturing Syndicate Member/sub-Syndicate (Broker)/sub-broker code on the ASBA Form for
Non-Institutional Bidders and QIBs with Bids above ₹ 500,000 would be ₹ 10 plus applicable taxes, per valid application.
The total processing fees payable to SCSBs as mentioned above will be subject to a maximum cap of ₹ 5 million (plus applicable taxes). In case the total uploading
charges/processing fees payable exceeds ₹ 5 million (plus applicable taxes), then the amount payable to SCSBs, would be proportionately distributed based on the
number of valid applications such that the total uploading charges /processing fees payable does not exceed ₹ 5 million (plus applicable taxes).
(3) Brokerage, selling commission and processing/uploading charges on the portion for RIBs (using the UPI mechanism), Eligible Employee Bidders and Non-
Institutional Bidders which are procured by members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs or for using 3-in-1 type accounts-
linked online trading, demat and bank account provided by some of the brokers which are members of Syndicate (including their sub-Syndicate Members) would be
as follows:
Portion for RIBs* 0.30% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders* 0.15% of the Amount Allotted (plus applicable taxes)
Portion for Eligible Employees* 0.15% of the Amount Allotted (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.
The selling commission payable to the Syndicate / sub-Syndicate Members will be determined (i) for RIBs, Non- Institutional Bidders and Eligible Employees (up
to ₹ 0.50 million), on the basis of the application form number / series, provided that the Bid cum Application Form is also bid by the respective Syndicate / sub-
Syndicate Member. For clarification, if a Syndicate ASBA application on the application form number / series of a Syndicate / sub-Syndicate Member, is bid by an
SCSB, the selling commission will be payable to the SCSB and not the Syndicate / sub-Syndicate Member; and (ii) for Non-Institutional Bidders (above ₹ 0.50
million), Syndicate ASBA form bearing SM Code and sub-Syndicate code of the application form submitted to SCSBs for blocking of the fund and uploading on the
exchanges platform by SCSBs. For clarification, if a Syndicate ASBA application on the application form number / series of a Syndicate / sub-Syndicate Member,
is bid by an SCSB, the selling commission will be payable to the Syndicate / sub-Syndicate members and not the SCSB.
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(4) Bidding Charges payable to Members of the Syndicate (including their sub-Syndicate Members) on the applications made using 3-in-1 accounts would be ₹ 10
plus applicable taxes, per valid application bid by the Syndicate (including their sub- Syndicate Members). Bidding charges payable to SCSBs on the QIB Portion
and NIIs (excluding UPI Bids) which are procured by the Syndicate/sub-Syndicate/Registered Broker/RTAs/ CDPs and submitted to SCSBs for blocking and
uploading would be ₹ 10 per valid application (plus applicable taxes).
The total processing fees payable to Syndicate (Including their Sub syndicate Members) as mentioned above will be subject to a maximum cap of ₹ 5 million (plus
applicable taxes). In case the total uploading charges/processing fees payable exceeds ₹ 5 million (plus applicable taxes), then the amount payable to Members of
the Syndicate (Including their Sub syndicate Members), would be proportionately distributed based on the number of valid applications such that the total uploading
charges / processing fees payable does not exceed ₹ 5 million (plus applicable taxes).
The selling commission and bidding charges payable to Registered Brokers, the RTAs and CDPs will be determined on the basis of the bidding terminal ID as
captured in the Bid book of BSE or NSE.
Selling commission/ bidding charges payable to the Registered Brokers on the portion for RIBs, Eligible Employees procured through UPI mechanism and Non-
Institutional Bidders which are directly procured by the Registered Broker and submitted to SCSB for processing, would be as follows:
Portion for RIBs, Non-Institutional Bidders and Eligible Employees ₹ 10 per valid application (plus applicable taxes)
Uploading charges/ Processing fees for applications made by RIBs using the UPI Mechanism would be as under:
Members of the Syndicate / RTAs / CDPs / ₹ 30 per valid application (plus applicable taxes)
Registered Brokers*
Sponsor Bank(s) ICICI Bank Limited - ₹ 0 (Nil) per valid Bid cum Application Form (plus applicable taxes). The Sponsor Bank shall be
responsible for making payments to the third parties such as remitter bank, NPCI and such other parties as required in
connection with the performance of its duties under the SEBI circulars, the Syndicate Agreement, and other applicable
laws.
Axis Bank Limited - ₹ 0 (Nil) per valid Bid cum Application Form (plus applicable taxes). The Sponsor Bank shall be
responsible for making payments to the third parties such as remitter bank, NPCI and such other parties as required in
connection with the performance of its duties under the SEBI circulars, the Syndicate Agreement, and other applicable
laws.
Kotak Mahindra Bank Limited - ₹ 0 (Nil) per valid Bid cum Application Form (plus applicable taxes). The Sponsor Bank
shall be responsible for making payments to the third parties such as remitter bank, NPCI and such other parties as
required in connection with the performance of its duties under the SEBI circulars, the Syndicate Agreement, and other
applicable laws.
*The total uploading charges / processing fees payable to members of the Syndicate, RTAs, CDPs, Registered Brokers will be subject to a maximum cap of ₹ 25
million (plus applicable taxes). In case the total uploading charges/processing fees payable exceeds ₹ 25 million, then the amount payable to members of the
Syndicate, RTAs, CDPs, Registered Brokers would be proportionately distributed based on the number of valid applications such that the total uploading charges /
processing fees payable does not exceed ₹ 25 million.
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and Cash Escrow and Sponsor Bank
Agreement.
The processing fees for applications made by UPI Bidders may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation on
compliance with SEBI circular No: SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI circular No:
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and such payment of processing fees to the SCSBs shall be made in compliance with SEBI
circular No: SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI Circular No. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30,2022.
Monitoring Agency
In terms of the SEBI ICDR Regulations, our Company has appointed CRISIL Ratings Limited as the monitoring agency for
monitoring the utilisation of the Gross Proceeds.
Our Audit Committee and the monitoring agency will monitor the utilisation of the Gross Proceeds and submit the report required
under the SEBI ICDR Regulations.
Our Company will disclose, and continue to disclose, the utilisation of the Gross Proceeds, including interim use, under a separate
head in our balance sheet for such financial years as required under applicable law, specifying the purposes for which the Gross
Proceeds have been utilised, till the time any part of the Fresh Issue proceeds remains unutilised. Our Company will also, in its
balance sheet for the applicable financial years, provide details, if any, in relation to all such Gross Proceeds that have not been
utilised, if any. Further, our Company, on a quarterly basis, shall include the deployment of Gross Proceeds under various heads,
as applicable, in the notes to our quarterly consolidated results.
Pursuant to the SEBI Listing Regulations, our Company shall, on a quarterly basis, disclose to the Audit Committee the uses and
applications of the Gross Proceeds. The Audit Committee will make recommendations to our Board for further action, if appropriate.
On an annual basis, our Company shall prepare a statement of funds utilised for purposes other than those stated in this Prospectus
and place it before the Audit Committee and make other disclosures as may be required until such time as the Gross Proceeds
remain unutilised. Such disclosure shall be made only until such time that all the Gross Proceeds have been utilised in full. The
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statement shall be certified by the statutory auditor of our Company. Furthermore, in accordance with the SEBI Listing Regulations,
our Company shall furnish to the Stock Exchanges, on a quarterly basis, a statement indicating (a) deviations, if any, in the actual
utilisation of the proceeds of the Fresh Issue from the Objects; and (b) details of category wise variations in the actual utilisation of
the proceeds of the Fresh Issue from the Objects. This information will also be published in newspapers, one in English, one in
Hindi and one in Kannada, the regional language of the jurisdiction where our Registered Office is located, simultaneously with the
interim or annual financial results and explanation for such variation (if any) will be included in our Directors’ report, after placing
the same before the Audit Committee.
Variation in Objects
In accordance with Sections 13(8) and 27 of the Companies Act and applicable rules and Regulation 59 and Schedule XX of the
SEBI ICDR Regulations, our Company shall not vary the Objects without being authorised to do so by our Shareholders by way of
a special resolution through a postal ballot. In addition, the notice issued to our Shareholders in relation to the passing of such
special resolution (“Postal Ballot Notice”) shall specify the prescribed details as required under the Companies Act and applicable
rules. The Postal Ballot Notice shall simultaneously be published in the newspapers, one in English, one in Hindi and one in
Kannada, the regional language of the jurisdiction where our Registered Office is located. Further, there shall be no variation in
deployment of Net Proceeds even if there is a delay in receipt of mandatory approvals in relation to the Objects, as applicable.
Other Confirmations
No part of the Net Proceeds will be paid by our Company as consideration to our Directors, our KMPs, SMPs or our Group
Companies. Our Company has not entered into or is not planning to enter into any arrangement/ agreements with our Directors, our
KMPs, SMPs or our Group Companies in relation to the utilization of the Net Proceeds of the Offer. Further, there is no existing or
anticipated interest of such individuals and entities in the Objects as set out above.
Further, pursuant to the Offer, majority of the Net Proceeds is proposed to be utilised for purposes other than capital expenditure as
the Net Proceeds received by our Company shall only be utilised for Objects set out above and for general corporate purposes. None
of our Group Companies and Associate, as applicable, shall receive a part of or whole Net Proceeds directly or indirectly.
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BASIS FOR OFFER PRICE
The Price Band has been determined by our Company (through our Board of Directors), in consultation with the BRLMs, and
the Offer Price has been determined by our Company (through our Board of Directors), in consultation with the BRLMs, on
the basis of assessment of market demand for the Equity Shares offered through the Book Building Process and on the basis of
quantitative and qualitative factors as described below. The face value of the Equity Shares is ₹1 each and the Offer Price is
390 times the face value of the Equity Shares. Investors should also see “Risk Factors”, “Summary of Financial Information”,
“Our Business”, “Restated Consolidated Financial Information”, and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” beginning on pages 33, 74, 204, 279 and 359, respectively, to have an informed view
before making an investment decision.
Qualitative Factors
Some of the qualitative factors and our strengths which form the basis for computing the Offer Price are as follows:
Pioneers of high-frequency hyperlocal commerce categories driven by an innovation-led culture:
o Being among the first hyperlocal commerce platforms, Swiggy has successfully pioneered the industry in India,
launching Food Delivery in 2014 and Quick Commerce in 2020, and due to the pioneering status of Swiggy, it is well-
recognised as a leader in innovation in hyperlocal commerce and as a brand synonymous with the categories it is
present in, according to the Redseer Report; and
o Innovation is an integral part of our DNA which encourages us to ideate, experiment and iterate constantly.
A consistently growing network of users:
o In our tenth year of operations, we reached a milestone of 112.73 million users that have transacted on our platform
(ever transacted users) on June 30, 2024; and
o Our unified app, growing offerings and wide network of partners drive greater selection and faster delivery times, all
of which enhance user experience on our platform and encourages more users to transact with us.
Rising user engagement on our platform:
o Given the high-frequency nature of our offerings and our unified app, users on our platform transacted more frequently
per month compared to hyperlocal commerce players in Fiscal 2024, according to the Redseer Report (section 7, page
19); and
o Our Average monthly order frequency for the three months ended June 30, 2024 and 2023, and in Fiscals 2024, 2023
and 2022 was 4.50 times, 4.42 times, 4.48 times, 4.34 times and 4.14 times respectively.
“Swiggy” brand delivered through a unified app with consistent user experience:
o According to the Kantar BrandZ Most Valuable Indian Brands Report 2024, Swiggy is the most valuable brand in the
Consumer Technology & Services Platforms category and is among the Top 25 most valuable brands in India, overall
(Redseer Report) (section 7, page 19); and
o Owing to the pioneering status of Swiggy, it is well-recognized as a brand synonymous with the categories it is present
in, according to the Redseer Report (section 7, page 19).
A preferred choice for restaurant partners, merchant partners, brand partners and delivery partners:
o Our success in retaining our partner base is a clear indicator of the attractiveness of the benefits offered by our platform;
and
o Our Food Delivery Average Monthly Transacting Restaurant Partner base, Active Dark Stores and Average Monthly
Transacting Delivery Partners base has increased to 1.73x, 1.85x and 1.88x from Fiscal 2022 to the three months ended
June 30, 2024
Our platform has created strong network effects driven by our wide user and partner base:
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o More offerings on our platform attracts more restaurant partners, merchant partners and brand partners on our platform,
which in turn creates a wide selection of services and products, attracting more users; and
o In the three months ended June 30, 2024, 26.74% of our transacting users the period used more than one of our
offerings, underlining the holistic convenience provided on our platform
An experienced professional management team and high standards of governance:
o We have an eight-member strong leadership team, many of whom come with deep backgrounds in the consumer
technology and hyperlocal commerce sectors; and have an aggregate 52 years of experience with Swiggy.
For details, see “Our Business – Our Strengths” on page 210.
Quantitative Factors
Some of the information presented below relating to our Company is derived from the Restated Consolidated Financial
Information. For details, see “Restated Consolidated Financial Information” and “Other Financial Information” beginning on
pages 279 and 357, respectively.
Some of the quantitative factors which may form the basis for computing the Offer Price are as follows:
A. Basic and Diluted Earnings Per Equity Share (“EPS”):
Financial Year/Period Ended Basic EPS (in ₹) Diluted EPS (in ₹) Weight
March 31, 2024 (10.70) (10.70) 3
March 31, 2023 (19.33) (19.33) 2
March 31, 2022 (18.62) (18.62) 1
Weighted Average (14.90) (14.90)
Three months ended June 30, 2024* (2.76) (2.76) -
* Not annualized
Notes:
1. Basic and Diluted EPS has been calculated in accordance with the Indian Accounting Standard 33 – “Earnings per share”. The face value
of equity shares of our Company is ₹1.
2. Weighted average = Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight) for each year/total of
weights.
3. The figures above are derived from the Restated Consolidated Financial Information of our Company.
B. Price/Earning (“P/E”) ratio in relation to the Offer Price of ₹390 per Equity Share:
Particulars P/E at the Offer Price (number of times)
Based on basic EPS for financial year ended March 31, 2024 N.A.*
Based on diluted EPS for financial year ended March 31, 2024 N.A.*
* Since the Company has incurred loss in the Financial Year 2024, the basic and diluted EPS is negative and hence, the Price to Earnings ratio is
not ascertainable.
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C. Industry Peer Group P/E ratio
Particulars P/E Ratio*
Highest 634.50
Lowest 634.50
Industry Composite 634.50
*
P/E ratio for the peer group has been computed based on the closing market price of equity shares on NSE as on October 25, 2024, divided by the
diluted EPS for financial year ended March 31, 2024.
D. Return on Net Worth (“RoNW”)
Financial Year/Period Ended RoNW (%) Weight
March 31, 2024 (30.16) 3
March 31, 2023 (46.15) 2
March 31, 2022 (29.58) 1
Weighted Average (35.39)
Three months ended June 30, 2024* (8.21) -
* Not annualized
Notes:
1. Return on Net Worth (%) has been calculated as loss for the period/year divided by Net Worth at the end of the respective period/year.
2. Net worth means aggregate of equity share capital, instruments entirely equity in nature and other equity as of June 30, 2024 and as of March
31, 2024, 2023 and 2022.
3. The figures above are derived from the Restated Consolidated Financial Information of our Company.
.
E. Net Asset Value (“NAV”) per Equity Share
Particulars Basic (₹) Diluted (₹)
As at March 31, 2024 35.48 35.48
As at June 30, 2024# 33.61 33.61
After the completion of the Offer
Offer Price 53.36 53.36
#
Not annualised
Notes:
1. Net Asset Value Asset Value per Equity Share (in ₹) is computed as Net Worth at the end of the period/ year divided by weighted average number
of Equity shares, weighted average number of compulsorily convertible cumulative preference shares and vested ESOPs outstanding at the end
of the period/ year.
2. The figures above are derived from the Restated Consolidated Financial Information of our Company.
F. Key Performance Indicators (“KPIs”)
The table below sets forth the details of our KPIs that our Company considers have a bearing for arriving at the basis
for Offer Price. All the KPIs disclosed below have been approved by a resolution of our Audit Committee dated
November 8, 2024, and the Audit Committee has confirmed that the KPIs pertaining to our Company that have been
disclosed to earlier investors at any point of time during the three years period prior to the date of filing of this
Prospectus have been disclosed in this section and have been subject to verification and certification by Manian and
Rao, Chartered Accountants pursuant to certificate dated November 8, 2024.
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(₹ in million, unless otherwise stated)
Sr. Particulars Unit As of and for As of and for As of and for the financial year ended
No. the three the three March 31, March 31, March 31,
months months 2024 2023 2022
ended June ended June
30, 2024 30, 2023
Swiggy Platform
1. B2C Total (# in 213.92 182.39 760.18 648.65 495.80
Orders million)
2. B2C GOV (in ₹ 101,895.86 82,771.86 349,690.75 277,405.18 201,222.59
million)
3. Consolidated (in ₹ 34,772.87 26,938.48 123,203.14 94,796.89 68,604.44
Gross Revenue million)
4. Consolidated (in ₹ (3,478.00) (4,868.96) (18,355.67) (39,103.37) (32,337.62)
Adjusted million)
EBITDA
5. Average (# in 15.99 13.88 14.29 12.67 10.26
Monthly million)
Transacting
Users
6. Average (#) 457,249 350,280 392,589 322,819 243,496
Monthly
Transacting
Delivery
Partners
7. Platform (#) 4.50 4.42 4.48 4.34 4.14
Frequency
Food Delivery
8. Total Orders (# in 155.98 141.00 577.74 516.87 454.14
million)
9. GOV (in ₹ 68,083.44 59,587.43 247,174.41 215,170.76 184,788.26
million)
10. AOV& (₹ per 436 423 428 416 407
order)
11. Gross Revenue (in ₹ 17,296.30 14,545.32 60,815.51 51,792.05 44,298.07
million)
12. Contribution (in %) 6.40% 5.24% 5.72% 2.94% 1.59%
Margin (as a
percentage of
GOV)
13. Adjusted (in ₹ 578.43 (431.95) (471.80) (10,349.93) (14,095.17)
EBITDA million)
14. Average (# in 14.03 12.56 12.73 11.57 9.86
Monthly million)
Transacting
Users
15. Average (#) 223,671 183,138 196,499 174,598 129,036
Monthly
Transacting
Restaurant
Partners
Out-of-home Consumption
16. Total (# in 2.03 1.86 6.98 3.30 -
Transactions million)
17. GOV (in ₹ 6,571.95 5,769.28 21,830.67 11,050.75 -
million)
18. AOV& (₹ per 3,236 3,099 3,129 3,344 -
order)
19. Gross Revenue (in ₹ 467.03 311.25 1,571.86 776.86 -
million)
20. Contribution (in %) 3.49% 2.78% 2.45% 1.20% -
Margin (as a
percentage of
GOV)
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Sr. Particulars Unit As of and for As of and for As of and for the financial year ended
No. the three the three March 31, March 31, March 31,
months months 2024 2023 2022
ended June ended June
30, 2024 30, 2023
21. Adjusted (in ₹ (131.57) (490.13) (1,735.96) (1,372.06) (65.22)
EBITDA million)
22. Average (#) 33,352 22,889 26,575 10,426 -
monthly Active
Restaurants
Quick Commerce
23. Total Orders (# in 55.90 39.53 175.46 128.48 41.66
million)
24. GOV (in ₹ 27,240.47 17,415.15 80,685.67 51,183.67 16,434.33
million)
25. AOV& (₹ per 487 441 460 398 394
order)
26. Gross Revenue (in ₹ 4,033.85 2,123.05 10,877.00 5,472.75 1,242.23
million)
27. Contribution (in %) (3.18)% (7.50)% (6.01)% (23.55)% (32.26)%
Margin (as a
percentage of
GOV)
28. Adjusted (in ₹ (3,179.15) (3,121.09) (13,090.94) (20,267.59) (8,832.56)
EBITDA million)
29. Average (# in 5.24 3.89 4.24 3.20 1.10
Monthly million)
Transacting
Users
30. Active Dark (#) 557 421 523 421 301
Stores
Supply Chain and Distribution
31. Revenue* (in ₹ 12,682.57 9,475.81 47,796.05 32,863.47 14,653.00
million)
32. Adjusted (in ₹ (578.91) (426.62) (1,867.20) (2,954.98) (3,015.49)
EBITDA million)
Platform Innovations
33. Gross Revenue (in ₹ 293.12 483.05 2,142.72 3,891.76 8,411.14
million)
34. Adjusted (in ₹ (166.80) (399.17) (1,189.77) (4,158.81) (6,329.18)
EBITDA million)
& Rounded for presentation purposes.
* represents revenue from operations for Supply Chain and Distribution segment as per Note 36 of the Restated Consolidated Financial
Information.
Notes:
(1) Swiggy Platform B2C Total Orders is the Consolidated orders of consumer facing businesses i.e. (i) Food delivery, plus (ii) Quick Commerce,
plus (iii) Out of Home Consumption, excluding Platform Innovations.
(2) Swiggy Platform B2C GOV is the Consolidated GOV of consumer facing businesses i.e. (i) Food delivery, plus (ii) Quick Commerce, plus (iii)
Out of Home Consumption, excluding Platform Innovations.
(3) Swiggy Platform Consolidated Gross Revenue is computed as consolidated gross revenue of all businesses i.e. (i) Food delivery, plus (ii) Quick
Commerce, plus (iii) Out of Home Consumption, plus (iv) Supply Chain and Distribution, plus (v) Platform Innovations. See “Management’s
Discussion and Analysis of Financial condition and results of operations – Non-GAAP Financial Measures” on page 369 for more details.
(4) Swiggy Platform Consolidated Adjusted EBITDA is computed as consolidated Adjusted EBITDA of all businesses i.e. (i) Food delivery (ii)
Quick Commerce (iii) Out of Home Consumption (iv) Supply chain and distribution and (v) Platform Innovations. See “Management’s Discussion
and Analysis of Financial condition and results of operations – Non-GAAP Financial Measures” on page 369 for more details.
(5) Swiggy Platform Average Monthly Transacting Users refers to the number of unique transacting users that have completed at least one order
on the Swiggy unified-app / website in a month, averaged for the months in the period / year.
(6) Swiggy Platform Average Monthly Transacting Delivery Partners refers to the number of unique delivery partners that have delivered at least
one order in a month, averaged for the months in the period / year.
(7) Swiggy Platform Frequency refers to the completed orders per user in a month, averaged for the months in the period / year.
(8) Food Delivery Total Orders refers to the total completed Food Delivery orders placed on the platform.
(9) Food Delivery GOV is computed as the total monetary value of completed Food Delivery orders (gross of any discounts) plus (i) user delivery
charges (net of any discounts, including free delivery discounts provided for Swiggy One membership program), plus (ii) packaging charges, plus
(iii) fee from users. plus (iv) taxes, excluding tips.
(10) Food Delivery AOV refers to the Food Delivery GOV divided by Food Delivery Total Orders.
(11) Food Delivery Gross Revenue is computed as revenue from operations for Food Delivery plus (i) user delivery charges collected and passed
on to delivery partners (net of any discounts, including free delivery discounts provided through Swiggy One membership program), plus (ii) fee
from users (that is not already included in revenue from operations) collected and netted off from platform funded discounts given for corresponding
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orders. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” on page
369 for more details.
(12) Food Delivery Contribution Margin (as a percentage of GOV) is computed as Food Delivery Gross Revenue, less (i) cost of delivery, less (ii)
platform funded discounts, less (iii) other variable costs, as a percentage of GOV.
(13) Food Delivery Adjusted EBITDA is computed as Food Delivery segment results as per restated consolidated financial statements for the
period/year less rental expenses pertaining to ‘Ind AS 116 leases’. See “Management’s Discussion and Analysis of Financial condition and results
of operations – Non-GAAP Financial Measures” on page 369 for more details.
(14) Food Delivery Average Monthly Transacting Users refers to the number of unique transacting users that have completed at least one Food
Delivery order in a month, averaged for the months in the period / year.
(15) Food Delivery Average Monthly Transacting Restaurant Partners refers to the number of unique restaurant partners with at least one delivered
order in a month, averaged for the months in the period / year.
(16) Out-of-home Consumption Total Transactions refers to the total transactions completed on Swiggy Dineout and SteppinOut.
(17) Out-of-home Consumption GOV is computed as total monetary value of all completed transactions (gross of any discounts) on Dineout and
SteppinOut, plus (i) fee from users, plus (ii) taxes.
(18) Out-of-home Consumption AOV is computed as Out-of-home Consumption GOV divided by Out-of-home Consumption Total Transactions.
(19) Out-of-home Consumption Gross Revenue is computed as revenue from operations for Out-of-home Consumption plus fee from users (that is
not already included in revenue from operations) collected and netted off from platform funded discounts given for corresponding orders (as
applicable). See “Management’s Discussion and Analysis of Financial condition and results of operations – Non-GAAP Financial Measures” on
page 369 for more details.
(20) Out-of-home Consumption Contribution Margin (as a percentage of GOV) is computed as Out-of-home Consumption Gross Revenue, less (i)
platform funded discounts, less (ii) other variable costs.
(21) Out-of-home Consumption Adjusted EBITDA is computed as Out-of-home Consumption segment results as per restated consolidated financial
statements for the period / year less rental expenses pertaining to ‘Ind AS 116 leases’. See “Management’s Discussion and Analysis of Financial
condition and results of operations – Non-GAAP Financial Measures” on page 369 for more details.
(22) Out-of-home Consumption Monthly Average Active Restaurants refers to the total number of unique Swiggy Dineout restaurants that are listed
with payment option in a month, averaged for the months in the period / year.
(23) Quick Commerce Total Orders refers to the total completed Quick Commerce orders placed on the platform.
(24) Quick Commerce GOV is computed as total monetary value of completed orders at maximum retail price (“MRP”) of goods sold (except for
instances where MRP is not applicable such as fruits and vegetables wherein final selling price is used instead of MRP) and gross of any discounts,
plus (i) user delivery charges (net of any discounts, including free delivery discounts provided for Swiggy One membership program), plus (ii)
packaging charges, plus (iii) fee from users, plus (iv) taxes, excluding tips.
(25) Quick Commerce AOV refers to the Quick Commerce GOV divided by Quick Commerce Total Orders.
(26) Quick Commerce Gross Revenue is computed as revenue from operations for Quick Commerce plus (i) user delivery charges collected and
passed on to delivery partners (net of any discounts, including free delivery discounts provided through Swiggy One membership program), plus
(ii) fee from users (that is not already included in revenue from operations) collected and netted off from platform funded discounts given for
corresponding orders. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial
Measures” on page 369 for more details.
(27) Quick Commerce Contribution Margin (as a percentage of GOV) is computed as Quick Commerce Gross Revenue, less (i) cost of delivery,
less (ii) platform funded discounts, less (iii) cost of fulfilment services, less (iv) other variable costs, as a percentage of GOV.
(28) Quick Commerce Adjusted EBITDA is computed as Quick Commerce segment results as per restated consolidated financial statements for the
period / year less rental expenses pertaining to 'Ind AS 116 leases'. See “Management’s Discussion and Analysis of Financial condition and results
of operations – Non-GAAP Financial Measures” on page 369 for more details.
(29) Quick Commerce Average Monthly Transacting Users refers to the number of unique transacting users that have completed at least one Quick
Commerce order in a month, averaged for the months in the period / year.
(30) Active Dark Stores refers to number of Dark Stores with at least one completed order on the last day of the period / year
(31) Supply Chain and Distribution Revenue is computed as (i) Total monetary value of goods sold to wholesalers and retailers, plus (ii) Revenue
from supply chain management and enablement services that we provide to our wholesalers and retailers.
(32) Supply Chain and Distribution Adjusted EBITDA is computed as Supply Chain and Distribution segment results as per restated consolidated
financial statements for the period / year less rental expenses pertaining to 'Ind AS 116 leases'. See “Management’s Discussion and Analysis of
Financial condition and results of operations – Non-GAAP Financial Measures” on page 369 for more details.
(33) Platform Innovations Gross Revenue is computed as revenue from operations for Platform Innovations, plus (i) user delivery charges collected
and passed on to delivery partners (net of any discounts, including free delivery discounts provided through Swiggy One membership program),
plus (ii) fee from users (that is not already included in revenue from operations) collected and netted off from platform funded discounts given for
corresponding orders. See “Management’s Discussion and Analysis of Financial condition and results of operations – Non-GAAP Financial
Measures” on page 369 for more details.
(34) Platform Innovations Adjusted EBITDA is computed as Platform Innovations Segment results as per restated consolidated financial statements
for the period / year less rental expenses pertaining to 'Ind AS 116 leases'. See “Management’s Discussion and Analysis of Financial condition and
results of operations – Non-GAAP Financial Measures” on page 369 for more details.
For details of our other operating metrics disclosed elsewhere in this Prospectus, see “Definitions and Abbreviations”, “Certain
Conventions, Presentation of Financial, Industry and Market Data and Currency of Presentation” “Our Business – Financial and
Operating Metrics”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Our Business
Model” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial
Measures” beginning on pages 1, 27, 206, 360, and 369, respectively.
G. Description on the historic use of the KPIs by our Company to analyze, track or monitor the operational and/or
financial performance of our Company
In evaluating our business, we consider and use certain KPIs, as presented above, as a supplemental measure to review
and assess our financial and operating performance. The presentation of these KPIs are not intended to be considered
in isolation or as a substitute for the Restated Consolidated Financial Information. We use these KPIs to evaluate our
financial and operating performance. Some of these KPIs are not defined under Ind AS and are not presented in
167
accordance with Ind AS. These KPIs have limitations as analytical tools. Further, these KPIs may differ from the
similar information used by other companies and hence their comparability may be limited. Therefore, these metrics
should not be considered in isolation or construed as an alternative to Ind AS measures of performance or as an
indicator of our operating performance, liquidity, profitability or results of operation. Although these KPIs are not a
measure of performance calculated in accordance with applicable accounting standards, our Company’s management
believes that it provides an additional tool for investors to use in evaluating our ongoing operating results and trends
and in comparing our financial results with other companies in our industry because it provides consistency and
comparability with past financial performance, when taken collectively with financial measures prepared in
accordance with Ind AS.
Investors are encouraged to review the Ind AS financial measures and to not rely on any single financial or operational
metric to evaluate our business. See “Risk Factors – Significant differences exist between Ind AS and other accounting
principles, such as IFRS and U.S. GAAP, which may be material to investors’ assessments of our financial condition,
result of operations and cash flows.” on page 64.
Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis, at
least once a year (or any lesser period as may be determined by our Board), for a duration of one year after the date of
listing of the Equity Shares on the Stock Exchanges or till the utilisation of the Offer Proceeds as per the disclosure
made in the section “Objects of the Offer” starting on page 142 of this Prospectus, whichever is later, or for such other
duration as required under the SEBI ICDR Regulations.
Explanation for the KPIs
S. Particulars Significance of the KPIs
No.
1. Swiggy Platform B2C GOV As a single unified app, we believe that tracking the aggregate
2. Food Delivery GOV GOV from our primary B2C services (Food Delivery, Quick
3. Quick Commerce GOV Commerce and Out-of-home Consumption) helps us track the
aggregate engagement of users.
4. Out-of-home Consumption GOV
We further believe that tracking our segment GOV helps us track
the engagement of our users for our key segments in terms of their
spends. We have accordingly included Swiggy Platform B2C
GOV, along with the GOV of our key segments: (i) Food Delivery,
(ii) Quick Commerce and (iii) Out-of-home Consumption as key
performance indicators.
5. Swiggy Platform Consolidated Gross Revenue We believe that tracking our Gross Revenue enables us to better
6. Food Delivery Gross Revenue analyze the overall financial and business performance of our
7. Quick Commerce Gross Revenue Company (as it represents the incremental value generated by the
8. Out-of-home Consumption Gross Revenue marketplace model), evaluate the size of our overall business and
9. Supply Chain and Distribution Revenue take business decisions to grow the financial health of the
10. Platform Innovations Gross Revenue Company. We further believe that tracking the Gross Revenue for
each segment enables us to track the performance of each
individual business and take business decisions that drive the
financial health of each segment.
We have accordingly included Swiggy Platform Consolidated
Gross Revenue and Gross Revenue for individual segments, i.e. (i)
Food Delivery (ii) Quick Commerce (iii) Out-of-home
Consumption, (iv) Supply Chain and Distribution, and (v)
Platform Innovations as key performance indicators.
11. Food Delivery Contribution Margin (as a We believe that Contribution Margin measures the profitability at
percentage of GOV) an aggregate orders / transactions-level (i.e. before fixed costs),
12. Quick Commerce Contribution Margin (as a and hence enables us to track and assess the scale of our business
percentage of GOV) and the cost control measures required to cover fixed costs.
13. Out-of-home Consumption Contribution Margin
(as a percentage of GOV) We have accordingly included the Contribution Margin across our
key segments: (i) Food Delivery, (ii) Quick Commerce, and (iii)
Out-of-home Consumption as key performance indicators.
14. Swiggy Platform Consolided Adjusted EBITDA We believe that tracking Adjusted EBIDTA helps us identify
15. Food Delivery Adjusted EBITDA underlying trends across our business segments and for the
16. Quick Commerce Adjusted EBITDA Company as a whole, and facilitates evaluation of operating
17. Supply Chain and Distribution Adjusted EBITDA performance of our Company and the health of our business and
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S. Particulars Significance of the KPIs
No.
18. Out-of-home Consumption Adjusted EBITDA capital allocation decisions, as it factors in all operating expenses,
19. Platform Innovations Adjusted EBITDA variable and fixed, across all our segments and eliminates items
that are non-operational in nature and may not be reflective of the
ongoing operating performance of the Company.
We have accordingly included the Swiggy Platform Consolidated
Adjusted EBITDA and the Adjusted EBITDA for individual
segments, i.e. (i) Food Delivery (ii) Quick Commerce (iii) Out-of-
home Consumption, (iv) Supply Chain and Distribution, and (v)
Platform Innovations as key performance indicators.
20. Food Delivery AOV We believe that Average Order Value helps us analyze the
21. Quick Commerce AOV consumption habit, preferences and needs in terms of average
22. Out-of-home Consumption AOV monetary value of the food and products which our Users buy in
an order or transaction.
We have accordingly included AOV of our key segments: (i) Food
Delivery, (ii) Quick Commerce, and (iii) Out-of-home
Consumption as key performance indicators.
23. Swiggy Platform B2C Total Orders We believe that completed orders are an indicator of consumer
24. Food Delivery Total Orders attractiveness of our service offerings and hence a measure of
25. Quick Commerce Total Orders growth and health of our key segments. Tracking, measuring and
26. Out-of-home Consumption Total Transactions benchmarking of completed orders is central to our key B2C
services.
We have accordingly included the Swiggy Platform (B2C) Total
Orders, along with the Total Orders and Total Transactions across
our key segments, (i) Food Delivery, (ii) Quick Commerce, and
(iii) Out-of-home Consumption, as key performance indicators.
27. Swiggy Platform Average Monthly Transacting As a single unified app platform, we believe that tracking Swiggy
Users Platform Average Monthly Transacting Users helps us understand
28. Food Delivery Average Monthly Transacting Users the consumer-width, reach and our ability to retain users across the
29. Quick Commerce Average Monthly Transacting multiple offerings on our platform, and our key segments, and help
Users in marketing and growth decisions.
We further believe that tracking the Average Monthly Transacting
Users of our high frequency segments helps us understand the
consumer-width and reach for the specific service. We have
accordingly included Swiggy Platform Average Monthly
Transacting Users, along with the Average Monthly Transacting
Users for our Food Delivery and Quick Commerce segments, as
key performance indicators
30. Swiggy Platform Frequency As a single-app integrated platform, we believe that platform-level
frequency is an important metric to understand user consumption
patterns across our businesses, including trends on habit formation,
customer loyalty and strength of brand recall, and helps in making
marketing and growth decisions.
31. Food Delivery Average Monthly Transacting We believe that monthly transacting restaurants is a key metric for
Restaurant Partners our Food Delivery business, as it helps us understand the width of
our supply side network and is an input to driving customer loyalty
and stickiness for the offering and analyze our ability to drive
monetization and volume growth decisions.
32. Swiggy Platform Average Monthly Transacting Our Company utilizes a hybrid fleet of delivery partners, and hence
Delivery Partners we believe that aggregate number of delivery partners on our
platform is a key metric for our business as it helps us understand
our ability to handle variable demand across all our offerings
efficiently, allows us to service additional orders and meet our
promised delivery time to our users.
33. Out-of-home Consumption Active Restaurants We believe that Average Monthly Active Restaurants is a key
Average Monthly Active Restaurants metric for our Out-of-home Consumption business, as it helps us
understand the width of our supply side network and is an input to
driving customer loyalty and stickiness for the offering, and
analyze our ability to drive monetization and volume growth
decisions.
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S. Particulars Significance of the KPIs
No.
34. Active Dark Stores We believe that the number of Active Dark Stores are a key supply-
side parameter determining the width of a quick-commerce
network, as they enable faster delivery for the users, which directly
affects user engagement.
H. Comparison with listed industry peers
a. Comparison of accounting ratios:
Following is a comparison of our accounting ratios with the listed peers:
Name of Revenue Face EPS(1) (₹) Return NAV P/E(4) EV(5)/ Market
the from value on Net (3) Revenu Capitalisa Market EV to
Company operations of Worth (per e from tion(6) to Capitalisa EBITDA(
for the equity (%)(2) shar Operati Revenue tion(6) to 8)
(x
financial shares e) (₹) ons (x from Total times)
Basi Dilu
year times) Operatio Income (x
c ted
ended ns (x times
March 31, times)
2024 (in ₹
million)
Company* 112,473.90 1 (10. (10.7 (30.16) 35.48 N.A.# 7.70 7.76 7.50 N.A.^
70) 0)
Listed peer
Zomato 121,140 1 0.41 0.40 1.72% 23.14 634.50 18.45 18.51 17.30 251.39
Limited
Source: All the financial information for listed industry peers mentioned above is on a consolidated basis (unless otherwise available only on standalone basis)
and is sourced from the annual reports / annual results as available of the respective company for the financial year ended March 31, 2024 submitted to stock
exchanges. Further, the manner of computing certain ratios here may be different from the computation used by our Company and may not provide a right
comparison to investors.
*Financial information of our Company has been derived from the Restated Consolidated Financial Information as at or for the financial year ended March
31, 2024.
#
Since the Company has incurred loss in the Financial Year 2024, the basic and diluted EPS is negative and hence, the Price to Earnings ratio is not
ascertainable.
^ Since the Company has incurred loss in the Financial Year 2024, the EBITDA is negative and hence, the EV to EBITDA ratio is not ascertainable.
Notes:
(1)
Basic/Diluted refers to the Basic/Diluted EPS sourced from the audited consolidated financial statements of the peer group company for the financial
year ended March 31, 2024.
(2)
Return on Net Worth (%) is calculated as profit/ loss for the year divided by the Net Worth at the end of the respective year.
(3)
NAV per equity share refers to Equity attributable to equity shareholders of the parent as at the end of the financial year divided by the number of shares
outstanding at the end of the year.
(4)
P/E ratio for the peer group has been computed based on the closing market price of equity shares on NSE as on October 25, 2024, divided by the Diluted
EPS for financial year ended March 31, 2024.
(5)
EV refers to enterprise value which is computed as total market capitalization and net debt as of March 31, 2024.
(6)
Total market capitalization is the product of the post-offer outstanding Equity Shares multiplied by the Offer Price for our Company. Total market
capitalization for peer company is the product of outstanding equity shares as on September 30, 2024 multiplied by closing market price of equity shares
on NSE as on October 25, 2024.
(7)
Net Debt has been computed as Borrowings less Cash and cash equivalents less other bank balances as on March 31, 2024.
(8)
EBITDA has been computed as Profit/ loss for the year, adjusted to exclude (i) depreciation and amortization expenses; (ii) finance costs; and (iii) tax
expense.
170
b. Comparison of our KPIs:
While our Company considers Zomato Limited as its listed peer, the definitions and explanation considered for the below KPIs by Zomato Limited may not be the same as our
Company. Accordingly, certain KPIs of our Company stated below, should be read in the context of the explanation and definitions provided in this section, and shall not be
considered as comparable with Zomato Limited. Following is a comparison of our KPIs with the listed peer:
S. Particulars Unit As of and for the three- As of and for the three- As of and for the financial year ended
No. month period ended June month period ended June March 31, 2024 March 31, 2023 March 31, 2022
30, 2024 30, 2023
Swiggy Zomato Swiggy Zomato Swiggy Zomato Swiggy Zomato Swiggy Zomato
Limited Limited Limited Limited Limited Limited Limited Limited Limited Limited
Swiggy Platform
1. B2C Total Orders (# in 213.92 NA 182.39 NA 760.18 NA 648.65 NA 495.80 NA
million)
2. B2C GOV (in ₹ 101,895.86 NA 82,771.86 NA 349,690.75 479,180 277,405.18 NA 201,222.59 NA
million)
3. Consolidated (in ₹ 34,772.87 NA 26,938.48 NA 123,203.14 135,450 94,796.89 86,900 68,604.44 55,400
Gross Revenue million)
4. Consolidated (in ₹ (3,478) NA (4,868.96) NA (18,355.67) 3,720 (39,103.37) (7,800) (32,337.62) (9,700)
Adjusted EBITDA million)
5. Average Monthly (# in 15.99 NA 13.88 NA 14.29 NA 12.67 NA 10.26 NA
Transacting Users million)
6. Average Monthly (#) 457,249 NA 350,280 NA 392,589 NA 322,819 NA 243,496 NA
Transacting
Delivery Partners
7. Platform (#) 4.50 NA 4.42 NA 4.48 NA 4.34 NA 4.14 NA
Frequency
Food Delivery
8. Total Orders (# in 155.98 NA 141.00 NA 577.74 753.2 516.87 647 454.14 535
million)
9. GOV (in ₹ 68,083.44 NA 59,587.43 NA 247,174.41 322,240 215,170.76 263,100 184,788.26 213,000
million)
10. AOV& (₹ per 436 NA 423 NA 428 428 416 407 407 398
order)
11. Gross Revenue (in ₹ 17,296.3 NA 14,545.32 NA 60,815.51 77,920 51,792.05 61,500 44,298.07 47,600
million)
12. Contribution (in %) 6.40% NA 5.24% NA 5.72% 6.9% 2.94% 4.5% 1.59% 1.7%
Margin (as a
percentage of
GOV)
13. Adjusted EBITDA (in ₹ 578.43 NA (431.95) NA (471.80) 9,120 (10,349.93) (100) (14,095.17) (7,700)
million)
14. Average Monthly (# in 14.03 NA 12.56 NA 12.73 18.4 11.57 17.0 9.86 14.7
Transacting Users million)
15. Average Monthly (#) 223,671 NA 183,138 NA 196,499 247,000 174,598 210,000 129,036 180,000
Transacting
171
S. Particulars Unit As of and for the three- As of and for the three- As of and for the financial year ended
No. month period ended June month period ended June March 31, 2024 March 31, 2023 March 31, 2022
30, 2024 30, 2023
Swiggy Zomato Swiggy Zomato Swiggy Zomato Swiggy Zomato Swiggy Zomato
Limited Limited Limited Limited Limited Limited Limited Limited Limited Limited
Restaurant
Partners
Out-of-home Consumption
16. Total Transactions (# in 2.03 NA 1.86 NA 6.98 NA 3.30 NA - NA
million)
17. GOV (in ₹ 6,571.95 NA 5,769.28 NA 21,830.67 32,250 11,050.75 NA - NA
million)
18. AOV& (₹ per 3,236 NA 3,099 NA 3,129 NA 3,344 NA - NA
order)
19. Gross Revenue (in ₹ 467.03 NA 311.25 NA 1,571.86 2,570 776.86 2,300 - 2,400
million)
20. Contribution (in %) 3.49% NA 2.78% NA 2.45% NA 1.20% NA - NA
Margin (as a
percentage of
GOV)
21. Adjusted EBITDA (in ₹ (131.57) NA (490.13) NA (1,735.96) (60) (1,372.06) (200) (65.22) (700)
million)
22. Average Monthly (#) 33,352 NA 22,889 NA 26,575 NA 10,426 NA - NA
Active Restaurants
Quick Commerce
23. Total Orders (# in 55.90 NA 39.53 NA 175.46 203.4 128.48 119$* 41.66 NA
million)
24. GOV (in ₹ 27,240.47 NA 17,415.15 NA 80,685.67 124,690 51,183.67 64,500$ 16,434.33 NA
million)
25. AOV& (₹ per 487 NA 441 NA 460 613 398 542$* 394 NA
order)
26. Gross Revenue (in ₹ 4,033.85 NA 2,123.05 NA 10,877.00 23,020 5,472.75 10,640$ 1,242.23 NA
million)
27. Contribution (in %) (3.18%) NA (7.5%) NA (6.01%) 2.13% (23.55)% (7%)$* (32.26)% NA
Margin (as a
percentage of
GOV)
28. Adjusted EBITDA (in ₹ (3,179.15) NA (3,121.09) NA (13,090.94) (3,840) (20,267.59) (10,150) $* (8,832.56) NA
million)
29. Average Monthly (# in 5.24 NA 3.89 NA 4.24 5.1 3.20 3.0@ 1.10 NA
Transacting Users million)
30. Active Dark Stores (#) 557 NA 421 NA 523 526 421 377 301 NA
Supply Chain and Distribution
31. Revenue (in ₹ 12,682.57 NA 9,475.81 NA 47,796.05 NA 32,863.47** NA 14,653.00** NA
million)
32. Adjusted EBITDA (in ₹ (578.91) NA (426.62) NA (1,867.20) NA (2,954.98) NA (3,015.49) NA
million)
172
S. Particulars Unit As of and for the three- As of and for the three- As of and for the financial year ended
No. month period ended June month period ended June March 31, 2024 March 31, 2023 March 31, 2022
30, 2024 30, 2023
Swiggy Zomato Swiggy Zomato Swiggy Zomato Swiggy Zomato Swiggy Zomato
Limited Limited Limited Limited Limited Limited Limited Limited Limited Limited
Platform Innovations
33. Gross Revenue (in ₹ 293.12 NA 483.05 NA 2,142.72 NA 3,891.76 NA 8,411.14 NA
million)
34. Adjusted EBITDA (in ₹ (166.80) NA (399.17) NA (1,189.77) NA (4,158.81) NA (6,329.18) NA
million)
& Rounded for presentation purposes.
** represents revenue from operations for Supply Chain and Distribution segment as per Note 36 of the Restated Consolidated Financial Information.
Source: All the information for listed industry peer mentioned above is sourced from the audited financial statements or annual reports as submitted to the stock exchanges by the listed peer.
^ Numbers have been rounded off. The numbers shown are unaudited, MIS based numbers as received from Blinkit by Zomato Limited. Consolidation of Blinkit numbers in books of Zomato Limited is only from August 10,
2022.
* Calculated based on aggregation of all four quarters as reported by Zomato Limited in its Annual Report for FY 2023.
@ Calculated as an average of quarterly Monthly Transacting Users for FY 2023.
Further, the manner of computing certain ratios here may be different from the computation used by our Company and may not provide a right comparison to investors.
Notes:
(1) Swiggy Platform B2C Total Orders is the Consolidated orders of consumer facing businesses i.e. (i) Food delivery, plus (ii) Quick Commerce, plus (iii) Out of Home Consumption, excluding Platform Innovations.
(2) Swiggy Platform B2C GOV is the Consolidated GOV of consumer facing businesses i.e. (i) Food delivery, plus (ii) Quick Commerce, plus (iii) Out of Home Consumption, excluding Platform Innovations.
(3) Swiggy Platform Consolidated Gross Revenue is computed as consolidated gross revenue of all businesses i.e. (i) Food delivery, plus (ii) Quick Commerce, plus (iii) Out of Home Consumption, plus (iv) Supply Chain and
Distribution, plus (v) Platform Innovations. See “Management’s Discussion and Analysis of Financial condition and results of operations – Non-GAAP Financial Measures” on page 369 for more details.
(4) Swiggy Platform Consolidated Adjusted EBITDA is computed as consolidated Adjusted EBITDA of all businesses i.e. (i) Food delivery (ii) Quick Commerce (iii) Out of Home Consumption (iv) Supply chain and distribution
and (v) Platform Innovations. See “Management’s Discussion and Analysis of Financial condition and results of operations – Non-GAAP Financial Measures” on page 369 for more details.
(5) Swiggy Platform Average Monthly Transacting Users refers to the number of unique transacting users that have completed at least one order on the Swiggy unified-app / website in a month, averaged for the months in
the period / year.
(6) Swiggy Platform Average Monthly Transacting Delivery Partners refers to the number of unique delivery partners that have delivered at least one order in a month, averaged for the months in the period / year.
(7) Swiggy Platform Frequency refers to the completed orders per user in a month, averaged for the months in the period / year.
(8) Food Delivery Total Orders refers to the total completed Food Delivery orders placed on the platform.
(9) Food Delivery GOV is computed as the total monetary value of completed Food Delivery orders (gross of any discounts) plus (i) user delivery charges (net of any discounts, including free delivery discounts provided for
Swiggy One membership program), plus (ii) packaging charges, plus (iii) fee from users. plus (iv) taxes, excluding tips.
(10) Food Delivery AOV refers to the Food Delivery GOV divided by Food Delivery Total Orders.
(11) Food Delivery Gross Revenue is computed as revenue from operations for Food Delivery plus (i) user delivery charges collected and passed on to delivery partners (net of any discounts, including free delivery discounts
provided through Swiggy One membership program), plus (ii) fee from users (that is not already included in revenue from operations) collected and netted off from platform funded discounts given for corresponding orders.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” on page 369 for more details.
(12) Food Delivery Contribution Margin (as a percentage of GOV) is computed as Food Delivery Gross Revenue, less (i) cost of delivery, less (ii) platform funded discounts, less (iii) other variable costs, as a percentage of
GOV.
(13) Food Delivery Adjusted EBITDA is computed as Food Delivery segment results as per restated consolidated financial statements for the period/year less rental expenses pertaining to ‘Ind AS 116 leases’. See
“Management’s Discussion and Analysis of Financial condition and results of operations – Non-GAAP Financial Measures” on page 369 for more details.
(14) Food Delivery Average Monthly Transacting Users refers to the number of unique transacting users that have completed at least one Food Delivery order in a month, averaged for the months in the period / year.
(15) Food Delivery Average Monthly Transacting Restaurant Partners refers to the number of unique restaurant partners with at least one delivered order in a month, averaged for the months in the period / year.
(16) Out-of-home Consumption Total Transactions refers to the total transactions completed on Swiggy Dineout and SteppinOut.
(17) Out-of-home Consumption GOV is computed as total monetary value of all completed transactions (gross of any discounts) on Dineout and SteppinOut, plus (i) fee from users, plus (ii) taxes.
(18) Out-of-home Consumption AOV is computed as Out-of-home Consumption GOV divided by Out-of-home Consumption Total Transactions.
(19) Out-of-home Consumption Gross Revenue is computed as revenue from operations for Out-of-home Consumption plus fee from users (that is not already included in revenue from operations) collected and netted off
from platform funded discounts given for corresponding orders (as applicable). See “Management’s Discussion and Analysis of Financial condition and results of operations – Non-GAAP Financial Measures” on page 369
for more details.
(20) Out-of-home Consumption Contribution Margin (as a percentage of GOV) is computed as Out-of-home Consumption Gross Revenue, less (i) platform funded discounts, less (ii) other variable costs.
(21) Out-of-home Consumption Adjusted EBITDA is computed as Out-of-home Consumption segment results as per restated consolidated financial statements for the period / year less rental expenses pertaining to ‘Ind AS
116 leases’. See “Management’s Discussion and Analysis of Financial condition and results of operations – Non-GAAP Financial Measures” on page 369 for more details.
173
(22) Out-of-home Consumption Monthly Average Active Restaurants refers to the total number of unique Swiggy Dineout restaurants that are listed with payment option in a month, averaged for the months in the period /
year.
(23) Quick Commerce Total Orders refers to the total completed Quick Commerce orders placed on the platform.
(24) Quick Commerce GOV is computed as total monetary value of completed orders at maximum retail price (“MRP”) of goods sold (except for instances where MRP is not applicable such as fruits and vegetables wherein
final selling price is used instead of MRP) and gross of any discounts, plus (i) user delivery charges (net of any discounts, including free delivery discounts provided for Swiggy One membership program), plus (ii) packaging
charges, plus (iii) fee from users, plus (iv) taxes, excluding tips.
(25) Quick Commerce AOV refers to the Quick Commerce GOV divided by Quick Commerce Total Orders.
(26) Quick Commerce Gross Revenue is computed as revenue from operations for Quick Commerce plus (i) user delivery charges collected and passed on to delivery partners (net of any discounts, including free delivery
discounts provided through Swiggy One membership program), plus (ii) fee from users (that is not already included in revenue from operations) collected and netted off from platform funded discounts given for corresponding
orders. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” on page 369 for more details.
(27) Quick Commerce Contribution Margin (as a percentage of GOV) is computed as Quick Commerce Gross Revenue, less (i) cost of delivery, less (ii) platform funded discounts, less (iii) cost of fulfilment services, less (iv)
other variable costs, as a percentage of GOV.
(28) Quick Commerce Adjusted EBITDA is computed as Quick Commerce segment results as per restated consolidated financial statements for the period / year less rental expenses pertaining to 'Ind AS 116 leases'. See
“Management’s Discussion and Analysis of Financial condition and results of operations – Non-GAAP Measures” on page 369 for more details.
(29) Quick Commerce Average Monthly Transacting Users refers to the number of unique transacting u Financial sers that have completed at least one Quick Commerce order in a month, averaged for the months in the
period / year.
(30) Active Dark Stores refers to number of Dark Stores with at least one completed order on the last day of the period / year
(31) Supply Chain and Distribution Revenue is computed as (i) Total monetary value of goods sold to wholesalers and retailers, plus (ii) Revenue from supply chain management and enablement services that we provide to
our wholesalers and retailers.
(32) Supply Chain and Distribution Adjusted EBITDA is computed as Supply Chain and Distribution segment results as per restated consolidated financial statements for the period / year less rental expenses pertaining to
'Ind AS 116 leases'. See “Management’s Discussion and Analysis of Financial condition and results of operations – Non-GAAP Financial Measures” on page 369 for more details.
(33) Platform Innovations Gross Revenue is computed as revenue from operations for Platform Innovations, plus (i) user delivery charges collected and passed on to delivery partners (net of any discounts, including free
delivery discounts provided through Swiggy One membership program), plus (ii) fee from users (that is not already included in revenue from operations) collected and netted off from platform funded discounts given for
corresponding orders. See “Management’s Discussion and Analysis of Financial condition and results of operations – Non-GAAP Financial Measures” on page 369 for more details.
(34) Platform Innovations Adjusted EBITDA is computed as Platform Innovations Segment results as per restated consolidated financial statements for the period / year less rental expenses pertaining to 'Ind AS 116 leases'.
See “Management’s Discussion and Analysis of Financial condition and results of operations – Non-GAAP Financial Measures” on page 369 for more details.
174
Weighted average cost of acquisition (“WACA”), floor price and cap price
I. Price per share of our Company (as adjusted for corporate actions, including bonus issuances) based on
primary issuances of Equity Shares or convertible securities (excluding Equity Shares issued under the ESOP
Schemes and issuance of Equity Shares pursuant to a bonus issue) during the 18 months preceding the date of
this Prospectus, where such issuance is equal to or more than 5% of the fully diluted paid-up share capital of
our Company (calculated based on the pre-Offer capital before such transaction(s) and excluding ESOPs
granted but not vested), in a single transaction or multiple transactions combined together over a span of rolling
30 days (“Primary Issuances”)
The Company has not issued any Equity Shares or CCPS, excluding Equity Shares issued pursuant to the exercise of
options under the ESOP Schemes and pursuant to a bonus issuance, during the 18 months preceding the date of this
Prospectus, where such issuance is equal to or more that 5% of the fully diluted paid-up share capital of the Company
(calculated based on the pre-Offer capital before such transaction(s) and excluding ESOPs granted but not vested), in
a single transaction or multiple transactions combined together over a span of rolling 30 days.
J. Price per share of our Company (as adjusted for corporate actions, including bonus issuances) based on
secondary sale or acquisition of equity shares or convertible securities (excluding gifts) involving our any of the
Selling Shareholders or other shareholders with the right to nominate directors on our Board during the 18
months preceding the date of filing of this Prospectus, where the acquisition or sale is equal to or more than 5%
of the fully diluted paid-up share capital of our Company (calculated based on the pre-Offer capital before such
transaction/s and excluding ESOPs granted but not vested), in a single transaction or multiple transactions
combined together over a span of rolling 30 days (“Secondary Transactions”)
There have been no secondary sale/ acquisitions of Equity Shares or CCPS, where the Selling Shareholders, or
Shareholder(s) having the right to nominate Director(s) on the Board, are a party to the transaction, during the 18
months preceding the date of this Prospectus, where either acquisition or sale is equal to or more than 5% of the fully
diluted paid up share capital of the Company (calculated based on the pre-Offer capital before such transaction/s and
excluding ESOPs granted but not vested), in a single transaction or multiple transactions combined together over a
span of rolling 30 days.
K. Since there are no such transactions to report under I and J, the following are the details of the price per share
of our Company basis the last five primary or secondary transactions (secondary transactions where our Selling
Shareholders or other shareholders with the right to nominate directors on our Board, are a party to the
transaction), not older than three years prior to the date of filing of this Prospectus irrespective of the size of
transactions:
Date of Name of the Name of the Number of Face Transfer Nature of Nature of Total
allotme Transferor Transferee securities value per price per Transactio considera consideration
nt/trans transferred security security n tion (in ₹ million)
fer# (₹) (₹)
October Times Internet Bennett Coleman & 8,303,493 1 360 Transfer of Cash 2,989.26
16, 2024 Limited Company Limited equity
shares
October Norwest Famy Finvest 1,163 10 539,385 Transfer of Cash 627.30
14, 2024 Ventures Private Limited Series B
Private CCPS
Limited
October Apoletto Asia Motilal Oswal 1,001 10 511,365 Transfer of Cash 511.88
10, 2024 Ltd Financial Services Series B
Limited CCPS
October Apoletto Asia DVS Business 1,335 10 511,365 Transfer of Cash 682.67
10, 2024 Ltd Advisory Services Series B
LLP CCPS
October Apoletto Asia Strootaay Unlisted 408 10 5,11,365 Transfer of Cash 208.64
10, 2024 Ltd Brokers LLP Series B
CCPS
8,307,400 5,019.75
Weighted average cost of acquisition (WACA) (primary/secondary transactions) (₹ per security)* 364.35*
* Calculated considering CCPS on as is converted basis.
175
L. The Floor Price is 1.02 times and the Cap Price is 1.07 times the weighted average cost of acquisition at which
the Equity Shares were issued by our Company, or acquired or sold by our Selling Shareholders or other
shareholders with the right to nominate directors on our Board are disclosed below:
(in ₹)
Past Transactions WACA# Floor Price (in Cap Price (in times)
times)
Weighted average cost of acquisition for last 18 months for primary / Nil^ N.A. N.A.
new issue of shares (equity/ convertible securities), excluding shares
issued under an employee stock option plan/employee stock option
scheme and issuance of bonus shares, during the 18 months preceding
the date of the Red Herring Prospectus, where such issuance is equal to
or more than five per cent of the fully diluted paid-up share capital of the
Company (calculated based on the pre-issue capital before such
transaction/s and excluding employee stock options granted but not
vested), in a single transaction or multiple transactions combined
together over a span of rolling 30 days
Weighted average cost of acquisition for last 18 months for secondary Nil^^ N.A. N.A.
sale / acquisition of shares equity/convertible securities), where Selling
Shareholders or shareholder(s) having the right to nominate director(s)
in our Board are a party to the transaction (excluding gifts), during the
18 months preceding the date of the Red Herring Prospectus, where
either acquisition or sale is equal to or more than five per cent of the fully
diluted paid-up share capital of the Company (calculated based on the
pre-issue capital before such transaction/s and excluding employee stock
options granted but not vested), in a single transaction or multiple
transactions combined together over a span of rolling 30 days
Since there were no primary or secondary transactions of equity shares
of the Company during the 18 months preceding the date of filing of the
Red Herring Prospectus, the information has been disclosed for price per
share of the Company based on the last five primary or secondary
transactions where Selling Shareholders or shareholder(s) having the
right to nominate director(s) on our Board, are a party to the transaction,
not older than three years prior to the date of filing of the Red Herring
Prospectus irrespective of the size of the transaction
- Based on primary issuances/secondary transactions 364.35** 1.02 1.07
**
Calculated considering CCPS on as is converted basis.
#
As certified by Manian and Rao, Chartered Accountants pursuant to their certificate dated November 8, 2024.
^There were no primary issuance of Equity Shares or CCPS during the last 18 months prior to the date of this Prospectus.
^^ There were no secondary transactions of Equity Shares or CCPS during the last 18 months prior to the date of this Prospectus.
M. Justification for Basis of Offer price
Explanation for Offer Price/Cap Price vis-a-vis WACA of primary issuance price / secondary transaction price
of Equity Shares (set out above) along with our Company’s KPIs and financial ratios as of and for the Fiscals
2024, 2023 and 2022 and the three months ended June 30, 2024 and June 30, 2023 and in view of the external
factors which may have influenced the pricing the of the Offer:
o Swiggy has pioneered the industry in India, launching Food Delivery in 2014 and Quick Commerce in 2020.
o By leveraging our experience and growth of the Food Delivery business, we were able to scale Instamart in
less than four years from two cities when it was launched in 2020 to 32 cities on June 30, 2024.
o In our tenth year of operations, we have reached a milestone of 112.73 million users that have transacted on
our platform (ever transacted users) on June 30, 2024.
o Our Food Delivery Average Monthly Transacting Restaurant Partner base, Active Dark Stores and Average
Monthly Transacting Delivery Partners base has increased to 1.73x, 1.85x and 1.88x from Fiscal 2022 to the
three months ended June 30, 2024.
o Our Average monthly order frequency for the three months ended June 30, 2024 and 2023, and in Fiscals
2024, 2023 and 2022 was 4.50 times, 4.42 times, 4.48 times, 4.34 times and 4.14 times respectively.
o Further, the online Food Delivery market and the Quick Commerce market in India are expected to grow at
a CAGR of approximately 17 to 22% and 60 to 80%, respectively, from 2023 to 2028, according to the
Redseer Report (section 3 and 4, pages 9 and 12, respectively).
176
The Offer Price of ₹ 390 has been determined by our Company, in consultation with the BRLMs, on the basis of the demand
from investors for the Equity Shares through the Book Building process. Investors should read the abovementioned information
along with “Risk Factors”, “Our Business” and “Financial Information” beginning on pages 33, 204 and 279, respectively, to
have a more informed view.
177
B S R & Co. LLP Embassy Golf Links Business Park
Pebble Beach, B Block, 3rd Floor
Chartered Accountants No. 13/2, off Intermediate Ring Road
Bengaluru - 560 071, India
Telephone: +91 80 4682 3000
Fax: +91 80 4682 3999
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS
The Board of Directors
Swiggy Limited
(formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
No.55 Sy No.8-14, Ground Floor,
I&J Block, Embassy Tech Village,
Outer Ring Road, Devarbisanahalli,
Bengaluru, Karnataka, India, 560103
Date: 20 October 2024
Subject: Statement of possible special tax benefits (“the Statement”) available to Swiggy Limited (formerly known as
Swiggy Private Limited, Bundl Technologies Private Limited) (“the Company”), its shareholders and its material
subsidiary prepared in accordance with the requirement under Schedule VI – Part A - Clause (9) (L) of Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“the ICDR Regulations”)
This Statement is issued in accordance with the Engagement Letter dated 12 February 2024 as amended vide addendum to the
engagement letter dated 26 July 2024.
We hereby report that the enclosed Annexure II prepared by the Company, initialed by us for identification purpose, states the
possible special tax benefits available to the Company, its shareholders and its material subsidiary, which is defined in
Annexure I (List of Material Subsidiary Considered As Part Of The Statement), under direct and indirect taxes (together
“the Tax Laws”), presently in force in India as on the signing date, which are defined in Annexure I. These possible special
tax benefits are dependent on the Company, its shareholders and its material subsidiary, fulfilling the conditions prescribed
under the relevant provisions of the Tax Laws. Hence, the ability of the Company, its shareholders and its material subsidiary
to derive these possible special tax benefits is dependent upon their fulfilling such conditions, which is based on business
imperatives the Company and its Material Subsidiary may face in the future and accordingly, the Company, its shareholders
and its material subsidiary may or may not choose to fulfill.
The benefits discussed in the enclosed Annexure II cover the possible special tax benefits available to the Company, its
shareholders and its material subsidiary and do not cover any general tax benefits available to the Company, its shareholders
and its material subsidiary. Further, the preparation of the enclosed Annexure II and its contents is the responsibility of the
Management of the Company. We were informed that the Statement is only intended to provide general information to the
investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of
the tax consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant with respect
to the specific tax implications arising out of their participation in the proposed initial public offering of equity shares of the
Company (the “Proposed Offer”) particularly in view of the fact that certain recently enacted legislation may not have a
direct legal precedent or may have a different interpretation on the possible special tax benefits, which an investor can avail.
Neither we are suggesting nor advising the investors to invest money based on the Statement.
We conducted our examination in accordance with the “Guidance Note on Reports or Certificates for Special Purposes
(Revised 2016)” (the “Guidance Note”) issued by the Institute of Chartered Accountants of India. The Guidance Note
requires that we comply with ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of
India.
We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for
Firms that Perform Audits and Reviews of Historical Financial information, and Other Assurance and Related Services
Engagements
We do not express any opinion or provide any assurance as to whether:
i. the Company, its shareholders and its material subsidiary will continue to obtain these possible special tax benefits
in future; or
ii. the conditions prescribed for availing the possible special tax benefits where applicable, have been/would be met
with.
The contents of the enclosed Annexures are based on the information, explanation and representations obtained from the
Company and its Material Subsidiary, and on the basis of our understanding of the business activities and operations of the
Company and its Material Subsidiary.
Our views expressed herein are based on the facts and assumptions indicated to us. No assurance is given that the revenue
authorities/ courts will concur with the views expressed herein. Our views are based on the existing provisions of the Tax Laws
and its interpretation, which are subject to change from time to time. We do not assume responsibility to update the views
consequent to such changes. We shall not be liable to the Company for any claims, liabilities or expenses relating to this
assignment except to the extent of fees relating to this assignment, as finally judicially determined to have resulted primarily
from bad faith or intentional misconduct. We will not be liable to the Company and any other person in respect of this
Statement, except as per applicable law.
We hereby give consent to include this Report in the Red Herring Prospectus (“RHP”) or Prospectus and in any other material
used in connection with the Proposed Offer, and it is not to be used, referred to or distributed for any other purpose without
our prior written consent.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No.: 101248W/W-100022
Sampad Guha Thakurta
Partner
Place: Bengaluru Membership No.: 060573
Date: October 20, 2024 UDIN: 2406057BKGQD2704
179
ANNEXURE I
LIST OF DIRECT AND INDIRECT TAX LAWS (‘TAX LAWS’)
Sr. No. Details of tax laws
1. Income-tax Act, 1961 and Income-tax Rules, 1962, each as amended and read with respective circulars and
notifications made thereunder
2. Central Goods and Services Tax Act, 2017 as amended and read with respective circulars and notifications made
thereunder
3. Integrated Goods and Services Tax Act, 2017 as amended and read with respective circulars and notifications made
thereunder
4. State Goods and Services Tax Act, 2017 as amended and read with respective circulars and notifications made
thereunder
LIST OF MATERIAL SUBSIDIARY CONSIDERED AS PART OF THE STATEMENT (Note 1)
1. Scootsy Logistics Private Limited (‘Material Subsidiary’)
Note 1: Material subsidiary identified in accordance with the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, includes a subsidiary whose income or net worth in the immediately preceding
year (i.e. 31 March 2024) exceeds 10% of the consolidated income or consolidated net worth respectively, of the holding
company and its subsidiaries in the immediate preceding year.
180
ANNEXURE II
Statement of Possible Special Tax Benefits available to Swiggy Limited (formerly known as Swiggy Private Limited,
Bundl Technologies Private Limited) (“The Company”) and its Shareholders and its Material Subsidiary under the
applicable Direct and Indirect Taxes (“Tax Laws”) in India
Outlined below are the Possible Special Tax Benefits available to the Company, its shareholders and its material subsidiary
under the Tax Laws. These Possible Special Tax Benefits are dependent on the Company, its shareholders and its material
subsidiary fulfilling the conditions prescribed under the Tax Laws. Hence, the ability of the Company, its shareholders and its
material subsidiary to derive the Possible Special Tax Benefits is dependent upon fulfilling such conditions, which are based
on business imperatives it faces in the future, it may or may not choose to fulfill.
UNDER THE TAX LAWS
A. Special tax benefits available to the Company and its Material Subsidiary
Direct Tax Laws:
i. Lower corporate tax rate under section 115BAA
The Taxation Laws (Amendment) Act, 2019 introduced section 115BAA wherein domestic companies are entitled to avail a
concessional tax rate of 22% (plus applicable surcharge and cess) on fulfillment of certain conditions. The option to apply this
tax rate was available from Financial Year (‘FY’) 2019-20 relevant to Assessment Year (‘AY’) 2020-21 and the option once
exercised shall apply to subsequent AYs. The concessional rate is subject to a company not availing any of the following
deductions under the provisions of the Act:
• Section10AA: Tax holiday available to units in a Special Economic Zone.
• Section 32(1)(iia): Additional depreciation;
• Section 32AD: Investment allowance.
• Section 33AB/3ABA: Tea coffee rubber development expenses/site restoration expenses
• Section 35(1)/35(2AA)/ 35(2AB): Expenditure on scientific research.
• Section 35AD: Deduction for capital expenditure incurred on specified businesses.
• Section 35CCC/35CCD: expenditure on agricultural extension /skill development.
• Chapter VI-A except for the provisions of section 80JJAA and section 80M.
The total income of a company availing the concessional rate of 25.168% (i.e., 22% along with surcharge and health and
education cess) is required to be computed without set-off of any carried forward loss and depreciation attributable to any of
the aforesaid deductions/incentives. A company can exercise the option to apply for the concessional tax rate in its return of
income filed under section 139(1) of the Act. Further, provisions of Minimum Alternate Tax (‘MAT’) under section 115JB of
the IT Act shall not be applicable to companies availing this reduced tax rate, thus, any carried forward MAT credit also cannot
be claimed.
The provisions do not specify any limitation/condition on account of turnover, nature of business or date of incorporation for
opting for the concessional tax rate. Accordingly, all existing as well as new domestic companies are eligible to avail this
concessional rate of tax.
The Company and its Material Subsidiary have not opted to apply section 115BAA of the IT Act for the Financial Year 2024-
25 (Assessment Year 2025-26).
Deduction in respect of inter-corporate dividends – Section 80M of the IT Act
Up to 31st March, 2020, any dividend paid to a shareholder by a company was liable to Dividend Distribution Tax (“DDT”),
and the recipient shareholder was exempt from tax. Pursuant to the amendment made by the Finance Act, 2020, DDT stands
abolished and dividend received by a shareholder on or after 1st April, 2020 is liable to tax in the hands of the shareholder. The
Company is required to deduct Tax Deducted at Source (“TDS”) at applicable rate specified under the Act read with applicable
Double Taxation Avoidance Agreement (if any).
With respect to a resident corporate shareholder, a new section 80M has been inserted in the IT Act to remove the cascading
effect of taxes on inter-corporate dividends during FY 2020-21 and thereafter. The section provides that where the gross total
income of a domestic company in any previous year includes any income by way of dividends from any other domestic company
or a foreign company or a business trust, there shall, in accordance with and subject to the provisions of this section, be allowed
in computing the total income of such domestic company, a deduction of an amount equal to so much of the amount of income
by way of dividends received from such other domestic company or foreign company or business trust as does not exceed the
amount of dividend distributed by it on or before the due date. The “due date” means the date one month prior to the date for
furnishing the return of income under sub-section (1) of section 139 of the IT Act.
181
However, the Company and its Material Subsidiary have not availed any benefit under the above section.
Deduction in respect of employment of new employees – Section 80JJAA of the IT Act
Subject to fulfilment of prescribed conditions specified in subsection (2) of Section 80JJAA of the Act, the Company and its
Material Subsidiary is entitled to claim deduction, under the provisions of Section 80JJAA of the IT Act, of an amount equal
to thirty per cent of additional employee cost (relating to specified category of employees) incurred in the course of business in
the previous year, for three assessment years including the assessment year relevant to the previous year in which such
employment is provided.
However, the Company and its Material Subsidiary have not availed any benefit under the above section.
Indirect Tax Laws:
There are no special tax benefits available to the Company and its Material Subsidiary.
B. Special tax benefits available to Shareholders
Direct Tax Laws:
i. Dividend income earned by the shareholders would be taxable in their hands at the applicable rates. However, in case
of domestic corporate shareholders, deduction under Section 80M of the IT Act would be available on fulfilling the
conditions (as discussed above). Further, in case of shareholders who are individuals, Hindu Undivided Family,
Association of Persons, Body of Individuals, whether incorporated or not and every artificial juridical person, surcharge
would be restricted to 15%, irrespective of the amount of dividend.
ii. As per Section 112A of the IT Act, long-term capital gains arising from transfer of an equity share, or a unit of an
equity-oriented fund or a unit of a business trust shall be taxed at 12.50% (without indexation) of such capital gains
subject to fulfilment of prescribed conditions under the Act as well as per Notification No. 60/2018/F.
No.370142/9/2017-TPL dated 1 October 2018. It is worthwhile to note that tax shall be levied only where such capital
gains exceed INR 1,25,000.
iii. As per Section 111A of the IT Act, short term capital gains arising from transfer of an equity share, or a unit of an
equity-oriented fund or a unit of a business trust shall be taxed at 20% subject to fulfilment of prescribed conditions
under the IT Act.
iv. In respect of non-resident shareholders, the tax rates and the consequent taxation shall be further subject to any benefits
available under the applicable Double Taxation Avoidance Agreement, if any, between India and the country in which
the non-resident has fiscal domicile.
v. Where the gains arising on transfer of shares of the Company are included in the business income of a shareholder and
assessable under the head “Profits and Gains from Business or Profession” and such transfer is subjected to STT, then
such STT shall be a deductible expense from the business income as per the provisions of section 36(1)(xv) of the IT
Act.
vi. As regards the shareholders that are Mutual Funds, under section 10(23D) of the IT Act, any income earned by a
Mutual Fund registered under the Securities and Exchange Board of India Act, 1992, or a Mutual Fund set up by a
public sector bank or a public financial institution, or a Mutual Fund authorised by the Reserve Bank of India would
be exempt from income-tax, subject to such conditions as the Central Government may by notification in the Official
Gazette specify in this behalf.
vii. Resident as well as non-resident buyers should independently evaluate their obligations to withhold tax on transaction
involving sale of shares by the shareholders of the company in light of the provisions of section 194Q/ section 195 and
other provisions of the IT Act.
Except for the above, the Shareholders of the Company are not entitled to any other special tax benefits under the IT Act.
Indirect Tax Laws:
There are no special tax benefits available to the Shareholders of the Company
NOTES:
1. The above is as per the current Tax Laws.
182
2. The above Statement of possible special tax benefits sets out the provisions of Tax Laws in a summary manner only and is
not a complete analysis or listing of all the existing and potential tax consequences of the purchase, ownership and disposal
of equity shares of the Company.
3. This Statement does not discuss any tax consequences in any country outside India of an investment in the equity shares
of the Company. The shareholders / investors in any country outside India are advised to consult their own professional
advisors regarding possible income tax consequences that apply to them under the laws of such jurisdiction.
For Swiggy Limited
(formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Sriharsha Majety
Managing Director & Group Chief Executive Officer
Place: Bengaluru
Date: October 20, 2024
183
SECTION IV: ABOUT OUR COMPANY
INDUSTRY OVERVIEW
Unless otherwise indicated, industry and market data used in this section have been derived from the report titled
Report on Indian Hyperlocal Commerce Opportunity dated October 18, 2024 (the “Redseer Report”) prepared and
issued by Redseer Strategy Consultants Private Limited (“Redseer”), which has been commissioned by and paid for
by our Company exclusively in connection with the Offer for the purposes of confirming our understanding of the
industry in which we operate. Neither we, nor the BRLMs, nor any other person connected with the Offer has
independently verified any third-party statistical, financial and other industry information in the Redseer Report.
Unless otherwise indicated, all financial, operational, industry and other related information derived from the Redseer
Report and included herein with respect to any particular year, refers to such information for the relevant year. The
data included herein includes excerpts from the Redseer Report and may have been re-ordered by us for the purposes
of presentation. For further details and risks in relation to the Redseer Report, see “Risk Factors – Internal Risks –
Certain sections of this Prospectus contain information from the Redseer Report which has been exclusively
commissioned and paid for by us in relation to the Offer and any reliance on such information for making an
investment decision in this offering is subject to inherent risks.” on page 60. The Redseer Report formed part of the
material documents for inspection and was available on the website of our Company at
https://www.swiggy.com/corporate/investor-relations/ from the date of filing of the Red Herring Prospectus until the
Bid/Offer Closing Date.
Report on Indian Hyperlocal Commerce Opportunity
Section 1: Macroeconomic Context and Consumer Demographic Trends
India is one of the fastest growing large economies in the world with consumption being a major driver of growth.
With a total population of 1.4 billion, India is also the most populous nation in the world and this large consumer
base drives significant demand for the consumer-oriented retail markets. Growing income levels, urbanisation and
nuclearisation with increasing density in urban areas, and increasing female labour force participation are macro
trends promoting convenience-seeking behaviour and demand for efficient and organised retail channels amongst
consumers.
A. Indian Macroeconomic Context
With nominal gross domestic product (“GDP”) projected to reach ₹297 trillion (US$3.7 trillion)1 in fiscal year (“FY”
or “Fiscal”) 2024, India is the fifth-largest economy in the world according to the International Monetary Fund
(“IMF”). Having fully recovered from COVID-19, India’s real GDP is projected to grow by 6.3% annually between
calendar year (“CY”) 2023 and 2028. The nominal GDP of India is expected to reach ₹472 trillion (US$5.9 trillion)
by CY2028.
This growth is underpinned by structural resilience through rapid infrastructure investments, a demographic dividend,
improvements in ease of doing business and global economic integration. This, in turn, is leading to rapid expansion
in manufacturing activity and sustained services sector resilience. Collectively, these factors will catapult India to
become the third-largest economy in the world by CY2027, according to the IMF. During this period, India will be the
fastest growing major economy, outpacing other major economies such as the USA and China which are projected to
grow by 2.0% and 4.1% respectively in real terms.
CAGR of GDP per capita, current prices (Purchasing PFCE as a % of GDP at current prices – India (in ₹
power parity) – India, China, United States (in international trillions (US$ trillions)) – (Fiscal 2019, Fiscal 2024)
dollars per capita) – (2018-2023, 2023-2028P)
Source(s): GDP per capita: International Monetary Fund (“IMF”), PFCE and GDP: Ministry of Statistics & Programme Implementation
(“MoSPI”). Note(s): Conversion rate: 1 US$ = ₹80, Fiscal 2019: Provisional Estimates (“PE”) has been considered, Fiscal 2024: First Advance
Estimates (“FAE”) has been considered
India is gradually transforming to a consumption-led economy. This is evidenced by the rise in India’s Private Final
1
US dollar figures have been presented using a conversion rate of US$1 = ₹80.
184
Consumption Expenditure (“PFCE”) as a share of GDP, which is expected to increase from 59% in Fiscal 2019 to
61% in Fiscal 2024, according to MoSPI’s estimates. By contrast, this ratio was 69% for the USA as of CY2022,
indicating further growth headroom for India.
This transition is driven by a confluence of factors including a burgeoning middle class with growing purchasing
power, a young and large working population along with rapid urbanisation leading to lifestyle changes and increasing
consumer credit availability, facilitating higher spending. These fundamental shifts, coupled with demographic factors
like a young and aspirational population that is increasingly seeking a higher standard of living, are significantly
contributing to changing social norms and leading to higher consumption spend.
B. Trends Impacting Consumer Demographics and Driving Convenience-seeking Behaviour
Number of middle-class households is growing along with an increase in the spending appetite of these households
India’s GNI (Gross National Income) per capita increased from approximately ₹160,000 (US$1,980) in CY2018 to
₹190,000 (US$2,390) in CY2022, growing at a CAGR of 4.8%. This growth is spearheaded by India’s burgeoning
middle class (including the upper middle-class and the lower middle-class households), whose food and retail markets
spending per capita is more than three times that of low-income households. The growth in the number of middle-class
households (upper and lower middle-class households included) from approximately 143 million in 2018 to
approximately 173 million in 2023 is a function of rapid economic development, growing formalisation of employment
and shift in the economy from agriculture to services. Furthermore, the households with annual incomes over ₹400,000
(US$5,000) are expected to see a CAGR of 5-8% between 2023 and 2028 which is significantly higher than the
expected growth in the overall number of households (approximately 1%) during the same period.
The increasing affluence of the Indian middle class is set to disproportionately drive growth in leisure and convenience-
first consumption categories. Heightened demand for higher quality products/ services and enhanced purchasing
experiences with seamless access are resulting in accelerated growth in discretionary categories. Thus, categories like
eating out, travelling etc., are expected to see rapid growth as consumers experience greater desire and spending power
to enhance their standards of living. Moreover, young population (aged between 18-40 years) also reached over 546
million in 2023 from 518 million in 2018 leading to a larger addressable market for convenience-seeking products.
Households Split by Income1 (annual income) Groups – India (in millions) (CY2018, CY2023, CY2028P)
Source: Redseer Research and Analysis; Note: 1) Incomes are calculated based on real wage growth and account for wage inflation
Indian households are becoming more urbanised and nuclear thereby increasing the addressable households
Urbanisation is central to India’s growth story, as urban areas are the core drivers of consumption (according to the
2011 census of India (“Census 2011”), urban areas are defined as areas having at least 5,000 inhabitants, density of
400 people per sq. km. or more and at least 75% of male working population engaged in non-farm activities). Seeking
better opportunities and standards of living, the middle-class population is increasingly migrating to urban areas, which
has resulted in the total number of households in urban areas reaching 120-130 million in 2023. In 2023, 36% of the
total Indian population, equating to approximately 511 million people, lived in urban areas, which is larger than the
total population of the United States (approximately 330 million). By 2050, over 50% of the total population is
expected to reside in cities, while the contribution of urban areas to the national GDP is expected to increase to 80%
as per the Ministry of Urban Affairs.
In India, the younger population is driving urbanisation by migrating from joint families across the country to form
nuclear families in major cities. Consequently, the average household size in India has decreased from 4.4 people in
2018 to 4.2 in 2023, leading to an increase in the number of nuclear households by more than 27 million between 2018
and 2023. This number is expected to increase by another approximately 38-50 million by 2028. This directly benefits
consumer-driven businesses as they have higher numbers of households to reach and serve. Additionally this trend of
increasing nuclearisation is resulting in higher consumption across retail categories as the young, aspirational
population exercises freedom in decision-making, resulting in growing individualistic requirements and choices and
higher openness for purchasing services that ease household needs and enable convenience.
185
Number of Nuclear Households – India (in millions) - (2018, 2023, 2028P)
Source(s): Redseer Research and Analysis
Urban areas are becoming densely populated resulting in heightened convenience needs
India is a densely populated country, with approximately 480 people per square kilometre (as of 2023), which is 13
times and 3 times that of the USA and China, respectively. Migration to urban cities has further led to these cities
becoming more densely populated. Denser cities and busy lifestyles foster reliance on convenience providers,
especially in the urban, hyperlocal commerce context, given the higher income levels. Crowded centres with high
traffic and waiting times impact decisions about stepping out, leading to consumers increasingly choosing hyperlocal
deliveries as a trade-off between time and money. With the growth of urban centres, hyperlocal commerce platforms
like online Food Delivery, Quick Commerce, amongst others, are primed for growth as well.
Contribution of cities to the national GDP – India (in %) - (2023, 2050P)
Source(s): Ministry of Housing and Urban Affairs
Rapid rise in female workforce participation is increasing household incomes and time constraints in family units
According to the Ministry of Women and Child Development, the female labour participation rate has increased from
23% in Fiscal 2018 to 37% in Fiscal 2023. The growth has been due to a reduction in barriers for working women
coupled with focused efforts by the government and private sector employers to increase female participation in the
workforce. Consequently, this has led to an increase in dual-income households, which, in turn, has led to increased
discretionary expenditure and a heightened demand for convenience, often due to the combined time constraints of
working couples. Owing to these constraints, convenience-first offerings are becoming increasingly relevant for
households that are prioritising comfort over value-first offerings. Convenience-seeking urban households with limited
time are therefore increasingly turning to outsourcing of household needs, such as ordering food or grocery and
essentials.
Female Labour Force Participation Rate – India (% of women in workforce, 15 years and above) (Fiscal 2018, Fiscal
2023)
Source(s): Periodic Labour Force Survey
Indian consumers are increasingly shifting towards organised channels that offer convenience and trusted products
and services
Indian markets are becoming organised rapidly due to both demand and supply-related trends. Demand-side factors
affecting consumer decisions include increasing demand for branded products and services and growing brand
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awareness, increased need for convenience and gravitation towards better quality products and service, whereas
supply-side factors include improved logistics infrastructure and increased reach of organised channels beyond large
cities in India. These trends are expected to continue to drive growth of organised channels across markets. This trend
of aspirational behaviour leading to growth in formalisation can strongly be seen in the Indian retail market.
Driven by aspirational demand, the share of organised retail in India’s overall retail market has grown from 13-15%
in 2018 to 18-20% in 2023, suggesting fast paced growth relative to that seen in developed markets during the same
period. However, India still has a significant room for growth compared to global benchmarks such as the USA and
China, where the share of organised retail in the overall retail market has reached 85-90% and 60-65%, respectively
as of 2023. While organised retail penetration in China increased from approximately 20% to 60-65% over close to 20
years, with per capita spends on retail increasing from approximately US$500 to 1,300, India has just started on this
journey with less than 18-20% penetration in 2023 and is expected to reach 60% penetration mark quicker than China,
due to already existing organised and digital ecosystems, higher income levels, urbanisation and higher prominence
of brands driving the demand on organised channels, amongst other factors. Within overall Indian retail, the growth
of online retail has been the fastest with its share growing from approximately 3% in 2018 to 6-7% in 2023. Urban
consumers in India show greater inclination towards organised and online retail driven by higher incomes and better
access. Thus, organised retail penetration (of overall retail) in India’s top 60 cities (based on population) reached more
than 40% in 2023, with online retail penetration (of overall retail) being more than 15%. Convenience platforms that
offer better purchasing experiences than traditional retail channels are benefitting from this growth as they capture a
higher share of the consumers’ wallet spend.
Section 2: Growth of the Hyperlocal Commerce Ecosystem
Indian consumers are becoming increasingly digitally-savvy with a growing base of 670-680 million smartphone
users which is expected to reach 950-990 million by 2028. The increase in household income and purchasing power
of millions of Indians along with rapid digitisation has changed consumer behaviour, driving the demand for
convenience and digital services. This large digitally-native consumer base along with an enabling ecosystem of
gig-economy and digital payments infrastructure, has led to the proliferation of a thriving hyperlocal commerce
ecosystem in India. Within this ecosystem, fragmented and unorganised, high purchase frequency categories like
Food Services and Retail are particularly well-disposed for hyper localisation. Hyperlocal commerce platforms are
favourably placed at the intersection of these dynamics with strong value propositions for stakeholders across the
value chains.
A. Growth in Digital Consumers
Evolving demographic structures are leading to Indian consumers not only shopping more, but also increasingly
choosing digital channels for their purchases and as a result, online commerce platforms have already reached over
950 cities each with a population of over 50,000 people. This shift allows consumer-first technology platforms to
engage with consumers at multiple touchpoints, thereby enhancing their ability to funnel a larger share of the
consumer’s wallet.
Internet users in India, estimated at 800-830 million in 2023, are projected to grow to 1,040-1,080 million by 2028,
driven by improved digital infrastructure through the launch of 5G connectivity and government initiatives for
improving digital inclusion and adoption in rural India. In addition, the availability of cheap mobile internet data rates
and affordable smartphones led to smartphone penetration in India increasing from 210-230 million users in 2018 to
670-680 million in 2023. The wider base of internet users underscores the growth runway for smartphone users as an
increasing number of users access the internet through their phones. Similarly, the headroom for online commerce
users is highlighted by the number of smartphone users as the latter would see growing comfort in making purchases
through their phones with increasing digital penetration of retail in India. Furthermore, while 30-35% of smartphone
users in India are online commerce users, the same for China is over 80%, highlighting the large growth headroom.
Consumer Internet Funnel – India (2023, 2028P), China (2023) (in millions, % of total population)
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Source(s): Redseer Research and Analysis
As a result, online penetration in the retail market has more than doubled from approximately 3% in 2018 to 6-7% in
2023 and is expected to grow rapidly to reach 10-13% by 2028.
Digital payment infrastructure is enabling the growth of the digital ecosystem
Dedicated efforts by the government aimed at increasing financial inclusion and building digital transaction
infrastructure, along with thriving private sector play in the digital financial services space has led to the emergence
and prevalence of several digital modes of transaction like Unified Payments Interface (“UPI”), debit and credit cards,
net banking and others. These modes propel digital consumption as they lower friction for consumers by enabling real-
time payments through mobiles, making these modes increasingly relevant for smaller order values of hyperlocal
commerce. As of 2023, Indian households performed 35-40% of their total transactions digitally (non-cash transactions
including UPI, net banking, debit and credit cards), which is expected to cross 55-60% by 2028.
Digitally native consumers are driving penetration across consumption categories
India’s urban online convenience ecosystem is positioned for exponential growth with an increase in ability and
propensity to pay for convenience. Digitally-native consumers are creating an internet-based ecosystem across various
consumption categories leading to growth in online market and penetration.
Online Gross Merchandise Value (“GMV”)1, Online Penetration, Monthly Ordering Frequency (GMV in ₹ billions, Online
penetration in %, Monthly ordering frequency in numbers) - (2023)
Source(s): Redseer Analysis; Note(s): 1) Calculated at the selling price before cancellations and returns; 2) Electronics includes consumer durables
and appliances; 3) Beauty and Personal Care includes beauty Appliances, grooming, makeup and fragrance; 4) Fashion includes accessories,
apparels and footwear; 5) Ride Hailing includes cabs, autos and two-wheeler taxis; 6) Pharma + OTC includes ePharma and over-the-counter
drugs; 7) Grocery includes fresh foods like fruits, vegetables, dairy and meat, FMCG (as defined below) and staples; 8) Food services comprises
of Out-of-Home Consumption and Food Delivery; 9) Online Gross Merchandise Value (GMV) is the total value of merchandise sold online over
CY2023; 10) Online Penetration reflects the share of online GMV over the overall (offline + online) GMV); 11) AOV is the online Average Order
Value for the specific category for the year of 2023; 12) MTU is the average Monthly Transacting User for the year of 2023
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Growing comfort with online transactions leading to growth in hyperlocal shoppers
Hyperlocal, urban convenience-driven, high-frequency commerce platforms (“hyperlocal commerce platforms”)
stand out for consumers as seen in their significant yet growing user base and higher purchasing frequency. With high-
frequency use-cases, consumers rapidly gain comfort and transact on platforms while showcasing improving stickiness
over time. Today, an increasing number of consumers are turning to online services for ordering food, groceries and
booking cabs, among others. Due to high frequency, habit formation and recall value, online Food Delivery and Quick
Commerce categories have the potential to become ‘brand’-like categories with high growth headroom. Furthermore,
growing comfort with digital payments is reflected in the fast-paced growth in the volume of digital payment
transactions that recorded a CAGR of approximately 45% between Fiscal 2018 and Fiscal 2023.
This fundamental and lasting shift in consumer behaviour is reflected in the higher growth rates of convenience-
providing businesses. For instance, between 2018 and 2023, the online Food Delivery and Quick Commerce markets
grew at CAGRs of approximately 42% and 148-169% respectively. Moreover, this trend towards convenience is
further evidenced by the significant increase in annual spending per annual transacting user on online Food Delivery
platforms, which has more than doubled from approximately ₹2,800-3,200 (US$35-40) in 2018 to approximately
₹7,500-8,000 (US$94-100) in 2023. Meanwhile, the spend per annual transacting user for Quick Commerce has surged
to approximately ₹13,400 in 2023 which was negligible in 2018.
Online and Hyperlocal Shoppers (Annual Transacting Users) (in millions) – (2023)
Source(s): Redseer Research and Analysis
Growth of hyperlocal commerce is supported by a growing gig-economy
As per the policy commission of the National Institution for Transforming India (“NITI Aayog”), there are expected
to be 11.2 million contractual (gig) workers in India as of Fiscal 2024 which is projected to become 20.8 million by
Fiscal 2029. These include both platform and non-platform workers. As of 2023, less than 3% of India’s workforce is
made up of platform gig workers compared to approximately 26% for China, which indicates growth headroom.
Currently, 20-30% of gig workers are engaged in hyperlocal and e-commerce deliveries (referred to as “delivery
partners” in this report). This provides an entry-level opportunity which reduces unemployment and also provides an
alternate source of income, with high flexibility in choosing working hours as well as joining and quitting as they
desire. Consequently, these factors may further help people engaged in other activities during the week to join gig
work over the weekends, people having day jobs to supplant income through night deliveries and even agricultural
workers to aid their income during the off-season. As per the report named “Socio-economic Impact Assessment of
Food Delivery Platform Workers” by the National Council of Applied Economic Research (“NCAER”) the potential
for a higher income is a critical reason for gig-workers to join platforms. The average monthly earnings for an urban
gig-worker engaged in hyperlocal deliveries ranges between ₹15,000-20,000 (US$188-250), which is similar to the
average wage/ salary earned by regular salaried employees in India that reached ₹20,039 (US$250) (Source: the
Periodic Labour Force Survey (“PLFS”) of the Ministry of Statistics and Programme Implementation 2022 to 2023).
Number of Gig Workers – India (in million) - (Fiscal 2019, Fiscal 2024, Fiscal 2029P)
Source(s): NITI Aayog
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B. Hyperlocalisation of Food Services and Retail
Online hyperlocal ecosystems deliver an enhanced and more convenient purchasing experience for consumers driven
by technology. The food services and retail categories are particularly suitable for rapid internet-led platformisation
and hyperlocalisation due to various factors listed below:
Highly fragmented and unorganised market lends well to aggregation and digital disruption
The food services market in India is largely unorganised limiting the supply for food services which is in stark contrast
to other markets like the USA. The food services markets in the USA and China are approximately 1.2 times and
approximately 0.6 times of the grocery markets respectively and have been habituated to dining out, while the Indian
food services market was 0.1 times of the grocery market as of 2023. In India’s food services industry, the shift to
organised food services is happening around the same time as its hyperlocalisation. Hence, there remains a large
headroom for penetration and usage as organised supply catches up, particularly with cloud kitchens that cater solely
to Food Delivery. Similar trends can be seen in the Indian retail industry which is dominated by unorganised retail
(general trade) and organised retail contributes 18-20% to the overall market in 2023 which is expected to reach 32-
35% by 2028. There is a consumer-felt need for increased access, availability and personalisation which increases the
attractiveness of these categories for internet-driven aggregation of supply and disruption through a superior consumer
experience by hyperlocal commerce platforms.
Significant online penetration headroom
Food services and retail are large markets witnessing rapid online penetration, but they are still relatively nascent and
have high growth headroom. For instance, compared to categories like electronics and fashion, where online
penetration is approximately 22% and approximately 18% respectively, it is 11% in food as of CY2023.
Affordable offerings
Food services in India are more affordable than in other countries owing to differences in raw material costs, operating
costs and differences in purchasing power. Globally, the difference in price paid for a meal on hyperlocal commerce
platforms compared to the price being paid offline by the consumer is higher due to higher delivery costs as well as
other transaction costs, which are relatively lower in India. By enhancing affordability, hyperlocal commerce
platforms can appeal to a wider base of consumers who have not yet embraced online ordering.
Easier-to-adopt categories
With the ability to deliver quickly and continuous order tracking, hyperlocal commerce can also help consumers with
limited digital buying experience to seamlessly order online. The average order value for a hyperlocal commerce
platform is approximately ₹400-500 (US$5-6), driven by more frequent purchases while the same for an e-commerce
platform is approximately ₹900-1,000 (US$11-13). Since these categories have smaller value and more frequent
purchases and have low barriers to adoption in terms of pricing or quality compared to existing alternatives, consumers
are relatively more comfortable transacting online.
Habit-forming tendencies with high purchasing frequency and low friction
These are frequently purchased categories with high consumption velocity, thereby allowing hyperlocal commerce
platforms multiple transaction touchpoints. Consumers’ busy schedules coupled with positive experiences also ensure
repeat purchases, digital habit creation and greater cross-sell potential across different adjacent categories. Unlike
other categories like large electronics and fashion, where demand is concentrated at specific times of the year, these
categories see greater frequencies and stickiness from consumers.
High ancillary monetisation
The quality of the user-base (based on spends and frequency) that hyperlocal commerce platforms for food services
and other retail categories enjoy, create the potential to unlock additional revenue through monetisation of ancillary
services owing to the regular and recurrent demand on these platforms. These untapped opportunities include services
like advertising and marketing, referral-based monetisation models, loyalty programmes and partnerships, lending and
payments etc. that are relevant for both merchants and consumers.
C. Strong Value Propositions for Stakeholders
Hyperlocal commerce platforms address pain-points and offer several benefits to various stakeholders in the food
services and retail value chains. The strong value proposition strengthens their position and relevance in the market
and contributes to their growth.
Consumers
For Consumers, these platforms offer the following benefits:
● Convenience: Doorstep delivery on-demand by hyperlocal commerce platforms allows consumers to save time
and effort. Consumers can order online at different times of the day without having to step out of their homes or
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places of work. Hyperlocal commerce platforms offering dining out solutions further make payments and
reservations, among others, convenient.
● Variety of Selection: The platforms have unlocked a wide range of restaurants and brands for consumers,
including those that do not have offline distribution networks.
● Affordability: Platform- and merchant-led discounts/ deals, partnerships with banks and payment platforms that
provide exclusive offers and free delivery options along with additional affordability constructs make hyperlocal
commerce platforms an affordable option for consumers.
● Standardised Customer Experience and Support: The digital ordering experience on these platforms is
significantly standardised. The attention to consumer feedback and dedicated consumer service fleets of
hyperlocal commerce platforms further enhances the experience.
● Time-Sensitive and Event-Driven Purchases: Hyperlocal delivery has become an integral part of consumer
celebrations on several annual occasions like Diwali, the Indian Premier League (“IPL”), the World Cup,
Mother’s Day, Valentine’s Day and others. Incremental and new demand is generated on these occasions which
could not be fulfilled through offline or traditional online solutions as people prioritise being at home to watch
matches and celebrate festivals, among others. This use-case is growing in prominence which is evidenced by the
number of online Food Delivery orders on New Year’s Eve in 2023 being 18% higher than those on in 2022,
which in turn were 10% higher than those in 2021.
Restaurant and Brand Partners
For merchants, including restaurants (for hyperlocal food platforms) and brands (for hyperlocal retail platforms):
● Improved Reach and Discovery:
Brands and Merchants: With a wide monthly transacting user base of 8.2 million users as of December 2023
in more than 25 cities, hyperlocal retail platforms provide enhanced visibility and reach along with efficient
distribution management to brands and merchants, especially direct-to-consumer (“D2C”)/ online-only
brands.
Restaurants: Online commerce platforms provide increased visibility for online discovery to attract a growing
base of digitally-native consumers.
● Revenue Enhancement:
Dark Stores: Quick Commerce dark stores with limited fixed costs (lower rent, store establishment costs and
employee costs, among others) and operational costs (marketing and discounts, among others), offer greater
efficiencies to the retail online sellers than general and modern trade retail stores, leading to better unit
economics for the retail online sellers. These dark stores also have the ability to process more orders than
traditional retail stores can in a single slot leading to greater operating leverage. Currently, the revenue per
square feet for dark stores is 2-2.5 times higher than traditional retail stores and has the potential to become 3-
5 times higher in the near future as the dark stores mature in scale. Digitally-enabled processes, better planning
and forecasting on inventory and curated SKU assortment, among others, further make them more lucrative
for the retail online sellers.
Restaurants: With hyperlocal Food Delivery platforms, a restaurant incurs the same fixed costs (including
rent, employee benefits, utilities and maintenance, among others) as in offline operations, but sees an increase
in demand through the online channel, leading to higher profits and productivity (than offline-only operations)
at limited incremental costs.
● Strong Advertising Opportunities:
Brands: With the increasing share of hyperlocal revenues in brands’ overall digital commerce revenues,
brands are expected to prefer increasing their advertising spend on transaction-driven platforms where users
have higher intent to purchase, offering better return on investment (“ROI”) and measurability of advertising
spends.
Restaurants: Hyperlocal food platforms provide restaurants with the ability to enhance their brand value
through consumer reviews and engagement, based on the quality of the service, reducing the need for
marketing spends.
● Generating Incremental Demand: Evolution of indulgence-led, time-sensitive, and event-driven use-cases has
led to the generation of incremental demand that can only be fulfilled through hyperlocal food and retail platforms
as the demand loses utility if not serviced instantly. For instance, impulsive demand for birthday decorations or
cake right before a surprise party needs to be fulfilled instantly as it would lose value if served the next day.
● Level Playing Field: Hyperlocal food and retail platforms provide a level playing field for new/ small merchants
to compete effectively with legacy players in the market. For example, online traffic and footfall received by a
restaurant is not dependent on its offline location and establishment. The platforms allow merchants to focus on
their core business by providing a seamless fulfilment ecosystem.
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Delivery partners
For Delivery Partners, these platforms provide the following value proposition:
● Greater Flexibility and Predictable Income Stream: These platforms provide steady livelihood with an easily
acquirable, relatively predictable income stream with flexible work hours or days, mode and regularity of
payments and ease of entry for delivery partners. These roles also do not require substantial upfront investment
by the delivery partner, making it attractive to a larger segment of society. Flexibility in work hours/ day also
provides the delivery partners with greater control over their day.
● Improved Quality of Work: These platforms have improved the quality of work for delivery partners which
alternatively may have been compromised due to employment in unorganised sectors. Self-implemented practices
for good corporate citizenship followed by these platforms have led to them having improved significantly on
industry-respected rankings on working conditions for workers by offering safety and care measures such as
incident reporting and the ability to contact emergency services directly through the app.
● Added Benefits: Benefits like insurance, credit facilities (in some specific cases) for delivery vehicles, trainings,
partnerships for electric fleet (providing higher savings for delivery partners) and pushing for higher female
participation, among others, further make it a lucrative opportunity for delivery partners.
Section 3: Indian Food Services Market
The Indian food services market comprises online Food Delivery and Out-of-home Consumption which was ₹5,600
billion (US$70 billion) as of 2023. The online Food Delivery market is the fastest growing segment within the food
services market and is expected to grow at 17-22% between 2023 and 2028. In the Out-of-home Consumption
market, the organised segment and the online dining out segment are expected to grow at 15-18% and 46-53%
respectively between 2023 and 2028. Both online Food Delivery and Out-of-home Consumption markets are
growing on the back of rapid increase in share of organised restaurant supply unlocking demand in the Indian
market.
Traditional cultural preferences of home-cooked food and supply-side constraints of restaurants given higher price per
meal have limited the size of the food services market in India which is 9-12% of the total food consumption as of
2023, whereas the same for markets like USA and China, which have higher share of organised supply, is 55-60% and
37-42% respectively. The food services market comprises Out-of-home Consumption (dining out and takeaways) and
online Food Delivery. India’s food services market is growing faster than the home-cooked or grocery market (fresh
foods like fruits, vegetables, dairy and meat, staples and packaged foods) leading to a change in the traditional trends
of food consumption in the country.
As of 2023, the top 60 cities (Metro2 and Tier 1 cities3) contribute over 56% of the total food services market. For a
growing base of urban and young consumers, increasing purchasing power has led to increased frequency and
improved quality of eating out, making restaurant food consumption a norm rather than a luxury. Consumers with busy
schedules have limited access to home-cooked food, having moved away from their families, which habituates them
to order food or dine out frequently. These lifestyle changes are expected to persist, leading to growth in the number
of consumers and occasions of eating out, thereby amplifying the need for good quality food outside of the home.
Moreover, the value of restaurant food is significantly higher than home-cooked meals as it factors in the added value
of quality, experience and uniqueness provided by businesses. Hence, as penetration of food services increases, the
market expands disproportionately.
Food Market Comparison – India, China, USA (in ₹ trillions (US$ billions)) – (2018, 2023, 2028P)
Source(s): Redseer Research and Analysis
The share of organised food services in the overall food services market in India grew from 35-40% in 2018 to 40-
45% in 2023 and is expected to reach 55-60% by 2028. This market includes all forms of food consumption from
2
Defined as cities with a population over 5 million as of CY 2023.
3
Defined as cities with a population of between 1 to 5 million as of CY 2023.
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branded restaurants (registered restaurants with valid licenses to run food businesses in India) and is sized at
approximately ₹2.2-2.5 trillion (US$28-32 billion) as of 2023. However as of 2023, the restaurant industry in India is
still highly unorganised with 70-75% of the 2-2.5 million restaurants being unorganised. The significant need gap in
organised supply of restaurants in India is emphasised by the restaurant penetration per capita in USA and China
markets as of 2023 being 1.5 times and 5 times of India respectively.
The organised food services market comprises online Food Delivery and organised Out-of-home Consumption
markets.
India Food Services Market Split – Organised and Unorganised (in ₹ trillions (US$ billions)) (2018, 2023, 2028P)
Source(s): Redseer Research and Analysis
A. Online Food Delivery
The online Food Delivery market in India grew from ₹112 billion (US$1.4 billion) in 2018 to ₹640 billion (US$8
billion) in 2023 and is expected to become a ₹1400-1700 billion (US$17-21 billion) market by 2028P, growing at a
CAGR of 17-22%. Of the total market in 2023, the share of top 60 cities (metro and Tier 1) is 75-80% which shows
the large untapped potential beyond these cities which will drive growth as penetration of online Food Delivery
increases. Growing availability of organised restaurant supply and increased online penetration is expected to drive
growth in online Food Delivery market beyond the top 60 cities. Within the top 60 cities, the urban consumer base is
still underpenetrated and a rise in the number of users along is expected to grow the market. The growing need for
convenience and variety fuels demand, while the rapid expansion of the restaurant industry, driven by increasing
number of organised restaurants, strengthens supply. Consequently, the growth of organised and affordable offerings
is expected to unlock demand previously constrained by the lack of relevant and abundant supply.
Online Food Delivery Market Split – (in ₹ trillions (US$ billions)) (2018, 2023, 2028P)
Source(s): Redseer Research and Analysis
The growing trend of consumers using online Food Delivery platforms is evident with penetration of online Food
Delivery services rising to 11% in 2023 from 3% in 2018. However, despite this growth, in comparison to other well-
established online food service markets, there remains considerable untapped potential in India for further growth
which is evident from the significantly lower frequency of ordering food online as people are accustomed to home-
cooked meals. With growing availability of organised supply, affordability, increasing occasions of eating out,
increasingly busy lifestyles of consumers and rapid urbanisation, Indians are expected to order food online more
frequently.
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Monthly Online Food Delivery Frequency – India, China, United States (in numbers) – (2023)
Source(s): Redseer Research and Analysis
Growing prominence of these platforms among consumers has led to the establishment of a resilient consumer base,
with 80-85 million Annual Transacting Users (“ATUs”) in 2023. Notably, a substantial 25-29% of ATUs are Monthly
Transacting Users (“MTUs”) in 2023 which is expected to increase to 27-32% by 2028, underscoring the frequent and
habitual ordering behaviour. The inelastic and loyal nature of this demand is evident in the steadily expanding
consumer base, despite diminishing marketing spends. Of these 20-25 million MTUs, 70-80% reside in the top 60
cities, representing a significant share of growing urban consumers that value convenience.
With the rising prominence of these platforms and urban migration, new user acquisition is steadily happening in metro
cities and is expected to continue. In the approximately ₹2.3-2.6 trillion (US$29-33 billion) food services market
beyond the top 60 cities as of 2023, hyperlocal commerce platforms are seeing rapid growth as the market is
underpenetrated (5-6% online penetration) and presents a large untapped opportunity for growth in the long run. The
absence of a robust restaurant network and diverse culinary options in smaller towns and rural areas dampens consumer
interest in online food ordering. However, these challenges represent an untapped market potential for online Food
Delivery platforms in the long term. By addressing supply gaps and enhancing consumer awareness, online Food
Delivery platforms can unlock significant growth opportunities beyond the top 60 cities, thereby expanding their
market reach and driving revenue growth. Based on the above confluence of factors, the MTUs in Online Food
Delivery are expected to increase to 35-45 million by 2028.
Online Food Delivery Annual Transacting Users (in Online Food Delivery Monthly Transacting Users (in
millions) – (2018, 2023, 2028P) millions) – (2018, 2023, 2028P)
Source(s): Redseer Research and Analysis
The Average Order Value (“AOV”) (average monetary value of a single order pre-discount and including taxes,
customer delivery charges but excluding tips) for the industry has also climbed from approximately ₹290-320 (US$3.6-
4.0) in 2018 to approximately ₹425 (US$5.3) in 2023. Apart from inflation, this surge is attributed to supply-side
innovations like higher presence of premium restaurants, more premium dishes and on the demand side this is caused
by increasing disposable incomes, increased appetite for experimentation and a change in the consumer base with a
larger proportion of families opting for online food ordering. Globally as well, PPP-adjusted AOVs are significantly
higher at ₹600-650 (US$7.5-8.1) and ₹750-800 (US$9.4-10.0) in the USA and UK, respectively, signalling clear
headroom to grow in the future.
Average Order Value of Online Food Delivery (in ₹(US$)) – (2018,2023, 2028P)
Source(s): Redseer Research and Analysis
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With the largest consumer base globally, the Indian food services market is primed to see fast-paced growth with
increasing number of organised restaurants widening the demand that was constrained by supply-side limitations. In
essence, these platforms act as catalysts, driving the share of organised food services market (in the overall food
services market) which has grown from 35-40% in 2018 to 40-45% in 2023 and is expected to continue growing to
reach 55-60% by 2028. Moreover, the emergence of concepts like virtual kitchens, alternatively known as cloud
kitchens (kitchens designed for online Food Delivery specifically and as such, lacking any consumer storefronts) which
have grown from approximately ₹15 billion (US$0.2 billion) in 2018 to approximately ₹80 billion (US$1 billion) in
2023 is a testament to the ecosystem cultivated by online Food Delivery platforms.
B. Out-of-Home Consumption
Beyond just delivery, offline dining out experiences are also being disrupted to capture the evolving demand. The
organised Out-of-home Consumption market grew from ₹1.3 trillion (US$16 billion) in 2018 to ₹1.8 trillion (US$23
billion) in 2023.
As the currently sparse and fragmented organised supply landscape of India undergoes rapid development to capture
the large growth headroom, the dining out market is ripe for digital disruption. India is at an early stage of category
development, presents significant opportunities for innovation. Online Food Delivery platforms can provide dining-
out oriented solutions with limited variable costs and strong incremental revenue generation for restaurants. Further,
the large existing consumer base of online Food Delivery is naturally inclined to use these solutions on the same
platforms for their dining out needs, which in turn leads to more restaurants getting onboarded, thereby creating a
network effect. These solutions provide diverse options for various use-cases, extending beyond food to encompass
enhanced and dynamic experiences that unlock additional revenue streams.
These solutions not only offer convenience, affordability and timely reservations for the consumers, but also lead to
increased consumer stickiness and better demand planning for the restaurants. With the share of branded (registered
organised restaurants with valid licenses to run food businesses in India) restaurants (excluding cloud kitchens) of the
total number of restaurants increasing from 15-20% in 2018 to 25-30% in 2023, the relevance of dining-out oriented
solutions for restaurant discovery has increased significantly. Most of these branded restaurants are present on online
Food Delivery platforms as online discovery has become increasingly important to attract a wider consumer base with
digitally-native consumers turning to these platforms for dining out decisions. These platforms also provide restaurants
with the ability to enhance their brand value through consumer reviews and engagement, based on the quality of the
service reducing the need for marketing spends. Moreover, the high AOVs along with relatively higher (gross) margin
capture potential increase the attractiveness of the segment for online Food Delivery platforms. Given the AOVs here
are at least four to five times that of the online Food Delivery segment and the gross margins are significantly higher
given the only direct costs involved are the payment gateway costs and smaller overheads (mostly tech maintenance
costs), this segment enjoys high profitability and operating leverage.
Dining out experiences today are enhanced by social events that take place at the restaurants. The growing demand for
these events has led to multiple opportunities for the platforms. From musical jams to social mixers, a wide range of
curated events and experiences extend the touchpoints with the consumers, while also building renewed interest and
attention for the restaurants. This has enhanced consumers’ restaurant discovery needs which were traditionally limited
to finding good quality food and now involve finding high quality events taking place at restaurants.
Due to the confluence of the above factors, online dining out market size is expected to grow at a CAGR of 46-53%
to reach ₹320-400 billion (US$4-5 billion) by 2028 witnessing high adoption from existing online Food Delivery users
as well as expansion of restaurant partner network with existing access from Food Delivery segment. As a result, the
penetration of the online dining out market in the organised Out-of-home Consumption market is expected to increase
from ~3% in 2023 to ~10% in 2028, which still has large headroom for penetration in addition to the share of organised
segment increasing.
Online Dining Out Market Size (in ₹billion (US$ billions–) – (2023, 2028P)
Source(s): Redseer Research and Analysis
Currently, a very small percentage of dining out visits are reserved (in advance) as Indian consumers are habituated to
walking in and finding tables at restaurants. However, with rapidly growing premiumisation of the dining out
experience, demand surge on specific meal slots, limited seating at popular restaurants in urban areas and growing
popularity of Out-of-home Consumption, reservations are gaining prominence as has been the case in developed
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markets for decades.
Online is already becoming a preferred mode to make dining reservations as it is convenient, effective and quick. The
need for making reservations is expected to grow to keep up with rapidly growing consumer demand, which points to
the growth headroom for online-based table reservation facilities.
Organised Annual Dining Out Market Split by Reservations and Walk-ins: Split of Dining Out Reservations by Channels
– Online and Offline (in ₹ trillions (US$ billions), %) (2023)
Source(s): Redseer Research and Analysis
Section 4: Indian Retail Market and Emergence of Quick Commerce
The Indian Retail Market is evolving with growing need for convenience and is expected to grow from ₹76-78
trillion (US$950-980 billion) in 2023 to ₹116-124 trillion (US$1,450-1,550 billion) in 2028. The market is dominated
by grocery products which hold approximately 61% share as of 2023. The market is being digitally disrupted by
convenience-first Quick Commerce models that are gaining prominence among time-constrained urban
consumers, while also addressing supply chain inefficiencies. Hence, the Quick Commerce segment is expected to
see the fastest growth among all retail channels in India with a CAGR of 60-80% to reach ₹2.3-4.2 trillion (US$29-
53 billion) by 2028 from ₹224 billion (US$2.8 billion) in 2023. The near-term growth rate is expected to be even
higher at 80-100% annually for the next two years driven by higher user adoption, geographic expansion,
expanding AOVs, basket size and category expansion.
A. India Retail Market
Retail market comprises several categories, including grocery, fashion, electronics, pharmaceuticals and over the
counter medication, beauty and personal care and general merchandise. India boasts a large retail market of ₹76-78
trillion (US$950-980 billion), with home-cooked or groceries (including fresh foods like fruits, vegetables, dairy and
meat, staples and fast-moving consumer goods (“FMCG”) (packaged foods and non-foods)) forming the bulk
(approximately 61% in 2023) of it. The other retail categories in the market include fashion, electronics, beauty and
personal care and general merchandise, home/ kitchen goods and pharmaceuticals (including over-the-counter
medication. As of 2023, the market contribution of top 60 cities (i.e., metro and Tier 1) is 26% and that of the rest of
the India4 is 74%.
4
Defined as urban cities and rural areas beyond the 60th city mark in terms of population, having populations less than 1 million.
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Retail Market1 Split across categories (in ₹trillions (US$ billions)) – (2018, 2023, 2028P)
Source(s): Redseer Research and Analysis; Note(s): 1) Calculated at the selling price before cancellations and returns; 2) Grocery includes fresh
foods like fruits, vegetables, dairy and meat, FMCG and staples; 3) Fashion includes accessories, apparels and footwear; 4) Electronics Devices
& Appliances includes consumer durables and appliances; 5) Pharma (includes OTC) includes ePharma and over-the-counter drugs. 6) Beauty
and personal care includes beauty appliances, grooming, makeup and fragrance;7) Others includes Mobiles, devices, Jewellery, Books and general
merchandise and Home & Living
Channel split of retail market in India
India Retail Market1 – Channel split – (in ₹ trillion (US$ billion)) – (2018, 2023, 2028P)
Source(s): Redseer Research and Analysis; Note(s): 1) Calculated at the selling price before cancellations and returns
Unorganised Retail
The retail market in India has been dominated by unorganised retail (general trade) that holds over 80% of the market
share as of CY2023 and does not sufficiently meet the increasingly diversified needs of urban consumers. The
unorganised retail supply chain is also complicated due to the presence of several intermediaries (distributors, stockists,
agents, brokers, millers, wholesalers, among others, across different categories). The highly fragmented value chain
and limited connectivity between intermediaries in the unorganised retail market leads to higher costs, slower
procurement and reduced price transparency for the brands, as well as higher prices and limited product availability
for consumers. Organised retail solves for these challenges by providing better product assortment and access to the
consumers. The role of technology through digitisation of payments, accounting and purchasing etc. would be
important in making unorganised retail more relevant to meet the changing demand.
Organised Retail
While increasing rapidly to reach 18-20% in 2023, the penetration of organised retail in India still has a large headroom
to grow with the fast-growing aspirational demand of consumers. The growth in share of organised retail is led by top
60 cities where the share of organised retail has reached over 40% of the overall retail market in 2023. Due to limited
access and availability of organised retail infrastructure in India and higher urban densities, a supermarket ends up
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serving a much larger population which is underscored by the population per supermarket in India being 6-7 times and
2 times that of the USA and China, respectively, as of 2023.
Population per Supermarket – India, China, United States (in numbers) – (2023)
Source(s): Redseer Research and Analysis
Online Retail
Online penetration in the retail market is growing on the back of rising consumer demand and need for convenience
through doorstep deliveries. Among the fastest growing online categories are food at-home (grocery), personal care
products, fashion, electronics devices and appliances and pharmaceuticals, growing at CAGRs of approximately 46%,
40%, 34%, 29% and 24% respectively between 2018 and 2023. Apart from supply-side factors like the large untapped
and unorganised market, improved brand reach and visibility, increasing store density and revenue enhancement, there
are several consumer-led factors like consistent demand and need for improved access and availability which makes
these categories particularly appropriate for online growth.
However, as of 2023, these categories are significantly underpenetrated as evident in the online penetration for grocery
(home-cooked) and personal care in the USA being approximately 10% and approximately 20-25% respectively and
the same in China being approximately 6% and 35-40% respectively, reflecting the large headroom for growth in
India’s online retail markets.
Indian Retail market1, Organised share and Online penetration of categories – (2023, 2028P)
Source(s): Redseer Research and Analysis; Note(s): 1) Calculated at the selling price before cancellations and returns
B. Emergence and Growth of Quick Commerce
While the shift to online was initially led by scheduled delivery platforms for grocery (where delivery happened within
a few days of the order being placed), traditional marketplace e-commerce platforms led the online penetration of the
other retail categories, followed by category-specific vertical players. While consumers increasingly shifted online
wanting a wider range of options and improved access, the delivery timelines for all these models spanned from a day
to multiple days depending on several factors. Traditionally, the key convenience factors in retail were centred around
what is offered (e.g. time, selection, value) in which Quick Commerce has been able to demonstrate a better proposition
to consumers. With increasing hyperlocalisation and shift to online, new dimensions of convenience such as discovery,
integration and personalisation have also grown in importance and Quick Commerce players are best placed to deliver
on these.
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Evolution of Retail in India
Source(s): Redseer Research
While e-commerce solutions provided convenience over traditional retail alternatives, these solutions thrived on the
base of value-seeking consumers. However, urban consumers looking for greater convenience due to their increasing
purchasing power and time-constrained lifestyles prioritised reduced delivery times, getting fresher products and
making more ‘last-minute’ purchases, leading to the emergence of Quick Commerce platforms. Quick Commerce was
the next step for convenience as an offering as it allowed consumers to expect product deliveries within 30-60 minutes
of placing the order. High density of demand allows for Quick Commerce players in India to operate faster than leading
players in markets like USA and UK. Average delivery times for Quick Commerce players in India have therefore
already reached 10-20 minutes as of 2023, whereas the same for many leading global players is approximately 30
minutes.
As a result, Quick Commerce has largely been a successful mode in terms of profitability in India due to its high-
density micro-markets and low penetration of organised brick and mortar (B&M) grocery. The share of the Quick
Commerce market in online retail has increased rapidly from approximately 0.14% in 2018 to 4.8% in 2023 and with
fast-paced growth of 60-80% expected annually till 2028, it is expected to reach 17-30% penetration in online retail
resulting in a Quick Commerce market size of ₹2320-4240 billion (US$ 29-53 billion).
Quick Commerce market,1,2 overview – (2018, 2023, 2028P)
Source(s): Redseer Research and Analysis; Note(s): 1) Calculated at the selling price before cancellations and returns: 2) GOV reported by Quick-
commerce players are at MRP, which is typically 10-20% higher than selling price.
While Quick Commerce initially started as a means to solve ‘food-for-now’ or top-up needs of consumers, its strong
value-proposition has now expanded to multiple use-cases for the consumer. Previously, Quick Commerce was largely
restricted to limited, high frequency SKUs which limited consumer choices. A leading pan-India staples and FMCG
brand with domestic sales of approximately ₹582 billion in Fiscal 2023 announced that staple packs and larger SKUs
are showing robust growth in sales on quick commerce platforms, solidifying the importance of Quick Commerce as
a pertinent retail channel for stock up purchases. New use-cases which include not only high-frequency unplanned and
indulgence purchases, but also regular planned stock-up purchases, have emerged. With wide assortments across
grocery and household needs, Quick Commerce platforms have now evolved into the go-to stores to cater to
increasingly diversified demand. The rapid adoption of Quick Commerce by consumers has evidenced a strong appetite
to pay for on-demand last minute purchases. As Quick Commerce players expand their capabilities and are able to
service new categories, more and more of e-commerce categories, including high-value categories, may shift to Quick
Commerce due to the enhanced consumer value proposition.
Owing to growing demand and use-cases, Quick Commerce is increasingly becoming an important retail channel with
its share in brands’ total online sale increasing rapidly. Digitally-native consumers opting for convenience are more
inclined towards 10-20 minute Quick Commerce deliveries than next or few days e-commerce deliveries. This shift in
demand has led to growth in the share and importance of Quick Commerce as a primary online retail channel for
brands, rapidly substituting traditional e-commerce platforms. This shift has been highlighted by many leading players.
For instance:
● A leading pan-India FMCG brand with domestic sales of approximately ₹170 billion in CY 2022 recently
announced that approximately 50% of its e-commerce business comes from Quick Commerce platforms.
● A leading pan-India packaged foods brand with approximately ₹10 billion in revenues in Fiscal 2022 announced
that approximately 65% of its e-commerce now comes from Quick Commerce platforms.
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● A leading global beverages brand with net revenues of over ₹3 trillion in CY 2022 announced that “they are seeing
much higher numbers of conversion rates in quick commerce, compared to larger platforms. The strike rate of
consumers ordering is definitely higher on quick commerce platforms”.
This highlights the emergence and growth of incremental Quick Commerce-specific demand use-cases that cannot be
fulfilled through other channels. Quick Commerce is also emerging as the largest channel for specific products and
SKUs, for example those catering to indulgent last-minute needs of consumers. While e-commerce platforms have
been present in the Indian market for over a decade, Quick Commerce has reached this scale in less than five years
and is still growing faster than traditional e-commerce, suggesting large untapped potential.
Quick Commerce has seen among the fastest adoptions in shaping consumer behaviour with strong traction across the
ecosystem. Growing prominence of Quick Commerce is seen by its penetration in grocery growing at a CAGR of over
200% from 2018 to 2023 while that of online grocery increased by approximately 45% over the same period. Grocery
was the first category disrupted by the emergence of Quick Commerce and has already reached approximately 31%
penetration in online grocery retail compared to approximately 4.8% for overall Quick Commerce. A similar trend is
expected to be seen in other categories as consumers increasingly choose Quick Commerce over other traditional
online retail channels.
Indian Grocery (Including FMCG) Market1 Channel Split: (in ₹ trillions (US$ billions)) – (2018, 2023, 2028P)
Source(s): Redseer Research and Analysis; Note(s): 1) Calculated at the selling price before cancellations and returns
While Quick Commerce started with the metro cities, the strong value proposition offered across the ecosystem makes
it increasingly relevant beyond these cities as well. The strong momentum seen in Tier 1 cities highlights the broader
untapped opportunity to be captured by Quick Commerce. The demand for Quick Commerce is thus expected to be
present in all cities with high density of aspirational consumers.
High density of aspirational demand in cities and the evolving lifestyles of consumers and stable supply in large and
growing urban markets in India have contributed to the growth of Quick Commerce in India. These pockets are suitable
for the operation of a model that offers deliveries in 10-20 minutes. Hence, high density businesses in India tend to do
well and India is one of the earliest countries where Quick Commerce is growing while showing a path to profitability.
Quick Commerce is a tough market for traditional e-commerce players as they require certain hyperlocal business
processes and tech capabilities that take time to build. Moreover, the competitive landscape is defined by the emphasis
on streamlined and curated user experiences. Quick-commerce builds habit and salience through providing a superior
experience for high-frequency categories (most importantly grocery), while traditional e-commerce has built-up on
the basis of larger selection in lower frequency categories. Additionally, factors such as the intricacies of delivery fleet
management, potential for channel conflict between scheduled and on-demand models, and the optimisation of
fulfilment networks further complicate the entry into this market segment.
The Quick Commerce landscape is expected to continue evolving in the future with platforms further reducing delivery
times, leading to increased consumer convenience. This would attract a wider consumer base with increasingly busy
and digitally evolving lifestyles of consumers, which is expected to broaden to other types of consumers including
housewives, senior citizens among others, with increased online penetration. On the supply-side, Quick Commerce
platforms are expanding their offerings to include new categories, thereby increasing the importance of Quick
Commerce as a distribution channel. Tech-led distribution through these platforms would also drive better planning
and forecasting for brands.
These factors have driven growth in Quick Commerce across categories which has not only resulted in steady growth
in the consumer base for these platforms, but also in the AOV with the AOV of an order at maximum retail price
(MRP) increasing from approximately ₹450 (US$5.6) to approximately ₹529 (US$6.6) between the fourth quarter
(“Q4”) of CY2022 and CY2023. Growing order values reflects the gradual shift in consumer behaviour towards using
Quick Commerce platforms as a primary buying mode for various retail categories. Currently the AOV of e-commerce
platforms is 2.5-3 times that of quick Commerce platforms and with the revenue per annual user for e-commerce
platforms increasing by 1.5 times in the next five years, it signifies a significant head room for growth of AOVs and
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order frequency for Quick Commerce platforms.
As of 2023, the monthly grocery ordering frequency (per MTU) of Quick Commerce platforms was three to four times
that of slotted delivery platforms, indicating the growing prominence of Quick Commerce platforms among
consumers. Managing inventory and fulfilling specific SKU demand is a challenge commonly faced by general and
modern retail stores that Quick Commerce solves for through tech-led distribution.
Consumer spends on Quick Commerce platforms are characterised by evolving dynamics such as addition of new
categories, increasing basket sizes and SKU proliferation among others. While they were initially focused on groceries
and essentials, these platforms have diversified their offerings to include electronics and personal care items among
others, reflecting changing consumer preferences. The growth in consumer spends is also driven by larger SKU sizes,
as consumers consolidate purchases to minimise shopping trips and take advantage of bulk ordering incentives. This
diversification in categories is likely to benefit Quick Commerce players as non-grocery items are high margin
categories which lead to better unit economics.
Factors that would be critical to succeeding in the Quick Commerce space include cross-utilisation of resources across
retail categories. For example, a single digital platform and delivery network being used to provide grocery, small
electronics and beauty and personal care can improve utilisation and AOV while keeping costs fixed. Optimisation of
assortment by merchants to best-cater to consumer preferences can lead to faster growth, improved profitability and
higher return on capital employed compared to offline retail channels.
Section 5: Evolution of Hyperlocal Commerce Platforms
Hyperlocal commerce platforms are rapidly evolving to serve emerging needs of various stakeholders and
enhancing their profitability. Innovative integration of multiple adjacent use-case into an integrated platform may
lead to improved scalability and improved unit economics by leveraging existing capabilities.
The hyperlocal food market in India is highly competitive which is highlighted by the inability of several players to
sustain themselves successfully in the market. The market is composed of online Food Delivery players, house of
brands (which is a brand architecture strategy of owning multiple brands under a single corporate umbrella,
predominantly with an intent to target multiple consumer use-cases or price-points, or for any other strategic
objectives), standalone branded food services players (including quick service restaurants), and online restaurant
booking platforms (such as EazyDiner, etc.). Food services players also compete with multiple other participants in
the industry including restaurants which own and operate their own delivery fleets, restaurants with traditional offline
ordering channels, such as take-out offerings and phone-based ordering, restaurants with their own self-booking portals
for making online reservations and, restaurants using local publications and other media, both online and offline, where
advertisements can be placed to attract consumers.
Before the marketplace model, Food Delivery existed only from individual restaurants and large chains such as
Domino’s. Swiggy entered the online Food Delivery marketplace model in 2014 by enabling an on-demand delivery
network. Moreover, before the emergence of online Food Delivery players, the product marketplace model was limited
to e-commerce which had a significantly higher delivery time.
Similarly, in the competitive Indian retail market, general trade outlets (kiranas) and trade outlets compete with online
horizontal e-commerce platforms, as well as vertical grocery and/ or other retail platforms (including various models
such as Quick Commerce, slotted delivery, amongst others). Players offering other hyperlocal offerings like intracity
parcels and business-to-business (“B2B”) logistics compete with other delivery and logistics players.
With introduction of on-demand delivery, a host of new services and adjacent categories emerged, for example e-
grocery marketplaces (largely delivered next day including subscription business models) and concierge services (e.g.,
parcel and retail deliveries). As a result, hyperlocal commerce players started entering the Quick Commerce space
around 2020 (i.e., grocery and household items which are now delivered in less than 10-20 minutes) and Indian Quick
Commerce are at the forefront of this model globally.
With hyperlocal commerce platforms essentially solving for convenience within a city, multiple adjacent use-cases are
folding up in the same platform to provide an enhanced offering to consumers. Browsing, ordering and payments for
multiple categories are done through a single platform which further adds convenience to the consumer’s buying
experience. Globally, successful hyperlocal commerce platforms have started with a high frequency and sticky
category such as Food Delivery as their foundational use-case. These foundational use-cases are crucial to acquire
consumers and build a steady flow of direct traffic on the unified app which then further allows the launch of other
offerings such as fintech, mobility and travel, among others, that maintain stickiness across consumers and merchants
and add other high value, high margin offerings to complement the high frequency offerings.
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Evolution of Hyperlocal Commerce Platforms
Source(s): Redseer Research
This shift to platforms with multiple adjacent use-cases has several advantages as it allows players to leverage their
existing consumer base, fulfilment network (which also improves earning potential of riders) and platform and
provides greater scalability. Moreover, when meeting multiple needs of a consumer through a single app, horizontal
loyalty programs on integrated platforms offer greater a value proposition to a consumer which enhances their
stickiness to the overall platform, driving strong repeat behaviour and cross-pollination across the adjacent use-cases
which positively impacts growth. Many global players have grown to hyper-scale with similar adjacent use-cases in a
unified platform, however, not every platform is able to do this right and the ones which do it will reap significant
benefits.
Hyperlocal commerce platforms are evolving rapidly in India and are expected to follow the global trends seen in other
markets. Indian platforms have multiple levers of profitability available, including but not limited to growing the high
value consumer base through focused expansion in key cities, increasing the basket size by growing the share of
premium products/ orders, optimising deliveries through efficient algorithms, increasing the number of orders per rider
and reducing marketing expenses like discounts.
Additionally, hyperlocal commerce platforms that build a brand-like market positioning with their large active
consumer base and high recall can facilitate high-frequency purchases. With consumer purchase journeys shifting
online, advertising expenditure is also shifting online especially in food and the retail industry, which in 2023,
contributed to more than 40% of the total digital advertising expenditure in India of approximately ₹730 billion (US$9
billion). Digital advertisements present potential avenues for profitable growth for Indian hyperlocal commerce
platforms given their increasing contribution in brands’ sales, as evidenced by the substantial contribution of
advertisements to revenues for similar players in other countries. For example, in the second quarter of CY2023, a
prominent hyperlocal commerce player in China saw advertisements contributing 14% to its revenues indicating
significant growth potential in this segment for Indian counterparts.
Benchmarking Offerings of Hyperlocal Commerce Players Across the Globe
Source(s): Redseer Research; Note(s): 1) The analysis is specifically focused on the Indian market and does not include acquisitions made for
cross-border markets in case of Indian players, 2) Comparison is done on B2C offerings for an indicative list of hyperlocal commerce players in
India and across the globe which may not be exhaustive, 3) Quick Commerce is defined as Hyperlocal Players who deliver retail groceries (fresh
foods (like fruits & vegetables, meat, dairy etc.), staples and packaged foods), fashion, electronics, beauty and personal care, and general
merchandise, home/ kitchen goods and pharmaceutical products to consumers within 30 minutes from dark stores, 4) Food Delivery is defined as
a platform that offers food delivery to customers via restaurant partners, 5) Dining Out is defined as booking a table in advance or paying the bill
at organised food outlets through online platforms, 6) Other B2C offerings presents an indicative list of segments which many not be exhaustive,
7) Courier through Swiggy Genie. Swiggy has also led a financing round in Rapido, a ride hailing startup, 8) Zomato is acquiring Wasteland
Entertainment Pvt Ltd and Orbgen Technologies Pvt Ltd in the movie and events ticketing segment, and it is expected to launch a separate app for
its "going out" business called "District," as per the shareholder letter dated August 21, 2024, 9) Slotted Delivery is defined as platforms which
deliver retail groceries (fresh foods (like fruits & vegetables, meat, dairy etc.), staples and packaged foods), fashion, electronics, beauty and
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personal care, and general merchandise, home/ kitchen goods and pharmaceutical products to consumers on selected delivery slot, usually 2 hours
and beyond and Next day morning delivery is defined as platforms that deliver similar goods next day in morning for orders placed until the day
before, 10) Just Eat Takeaway has introduced a Takeaway Pay Card, a pre-funded debit card, 11) The membership program includes paid
membership provided to consumers only for additional benefits (for example free delivery, additional offers, etc.) and if the same membership
program offers benefits for single or across multiple offerings on the platform, 12) Small acquisitions in an offering segment sized less than US$50
million in deal value, 13) Scaled acquisitions in an offering segment sized more than US$50 million in deal value, 14) We have updated the table
as of September 19, 2024 and have not accounted for any changes that will take effect after this date.
Section 6: Threats and Challenges to Hyperlocal Players
While the Hyperlocal Industry in India is expected to see significant growth as outlined in the previous sections,
players may face several threats and challenges that could impede their growth trajectory and stability as outlined
below:
Economic and Inflationary Pressures- Economic downturns and rising inflation could limit disposable income,
impacting some discretionary spends on Hyperlocal Platforms.
Regulatory and Policy Risks- Stricter safety regulations and changes in gig economy laws could increase
operational costs for Hyperlocal Platforms which may get passed on to end consumers, potentially reducing their
rate of adoption
Competition: Intensified competition from existing players, new entrants and companies from other sectors
leveraging their existing capabilities for certain hyperlocal services like Quick Commerce, can raise competitive
intensity which can have implications for change in business economics, scope and scale of categories and
geographies catered to by the model, and market positions of players.
Rise of Other Models: Select large businesses can develop their own apps and delivery services to bypass third-
party platforms however has seen limited adoption currently. Successful execution of this trend could reduce the
volume of orders on these platforms as customers might prefer ordering directly from these businesses.
Emergence of models like Open Network for Digital Commerce (ONDC) are an example of this trend by allowing
businesses to connect directly with consumers, bypassing third-party intermediaries.
Logistics Complexity: Efficiently meeting demand across diverse locations can be challenging due to external
factors such as traffic, weather conditions which may impact customer experience. Additionally, as these
platforms grow, these platforms need to continuously recruit, train, and retain delivery partners and customer
service representatives
Ability to Add New Categories Profitably: Certain segments like Quick Commerce are rapidly evolving with
multiple new categories being added. The evolution of these new categories is yet to be proven in terms of
operational complexity and profitability at scale
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OUR BUSINESS
Some of the information in the following section, especially information with respect to our plans and strategies, consists of
certain forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those
expressed in, or implied by, these forward-looking statements.
Unless otherwise indicated, Industry and market data used in this section have been derived from the report titled Report on
Indian Hyperlocal Commerce Opportunity dated October 18, 2024 (the "Redseer Report") prepared and issued by Redseer
Strategy Consultants Private Limited (“Redseer”), which has been commissioned by and paid for by our Company, exclusively
in connection with the Offer for the purposes of confirming our understanding of the industry in which we operate. The data
included herein includes excerpts from the Redseer Report and may have been re-ordered by us for the purposes of presentation.
For further details and risks in relation to the Redseer Report, see “Risk Factors – Internal Risks – Certain sections of this
Prospectus contain information from the Redseer Report which has been exclusively commissioned and paid for by us in relation
to the Offer and any reliance on such information for making an investment decision in this offering is subject to inherent risks.”
on page 60. The Redseer Report formed part of the material documents for inspection and was made available on the website
of our Company at https://www.swiggy.com/corporate/investor-relations/ from the date of filing of the Red Herring Prospectus
until the Bid/Offer Closing Date. The information in the following section is qualified in its entirety by, and should be read
together with, the more detailed financial and other information included in this Prospectus, including the information
contained in “Risk Factors”, “Industry Overview”, “Restated Consolidated Financial Information” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” on pages 33, 184, 279 and 359, respectively.
Overview
Swiggy is a new-age, consumer-first technology company offering users an easy-to-use convenience platform, accessible
through a unified app - to browse, select, order and pay for food (“Food Delivery”), grocery and household items
(“Instamart”), and have their orders delivered to their doorstep through our on-demand delivery partner network. Our platform
can be used to make restaurant reservations (“Dineout”) and for events bookings (“SteppinOut”), avail product pick-up/ drop-
off services (“Genie”) and engage in other hyperlocal commerce (Swiggy Minis, among others) activities. Being among the
first hyperlocal commerce platforms, Swiggy has successfully pioneered the industry in India, launching Food Delivery in 2014
and Quick Commerce in 2020, and due to the pioneering status of Swiggy, it is well-recognised as a leader in innovation in
hyperlocal commerce and as a brand synonymous with the categories it is present in, according to the Redseer Report (section
7, page 19).
We augment the value proposition to users through our membership programme called “Swiggy One” providing discounts and
offers; in-app payment solutions like digital wallet “Swiggy Money” (a pre-paid payments instrument), “Swiggy UPI”, and
Swiggy-HDFC Bank credit card for additional benefits. We offer comprehensive business enablement solutions to restaurant
partners, merchant partners (that sell grocery and household items on our platform) and brand partners including our alliance
partners such as analytics-backed tools to enhance their online presence and user base; fulfilment services for streamlining their
supply chain operations; and last-mile delivery.
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We cater to users’ needs of ease, immediacy, quality, variety, reliability and consistency in their food, grocery and household
items consumption and other hyperlocal commerce needs. Although Food Delivery and Quick Commerce categories in India
are large addressable markets that are witnessing rapid online penetration, they are relatively nascent and have high growth
headroom, according to the Redseer Report (section 2, page 7). Due to high frequency, habit formation and recall value, these
categories have the potential to unlock additional revenue through monetisation of ancillary services, as per the Redseer Report
(section 2, page 7). Our experience, execution capability and network of users and partners, together with our innovation-led
approach, positions us well to tap into this growing market opportunity.
___________
Note: We expanded our Quick Commerce categories by integrating our Swiggy Mall offering within Instamart in the three months ended June 30, 2024.
Swiggy is unique, as it is the only unified app in India that fulfils through its own platform all food and related missions of
urban users of ordering-in, eating-out and cooking-at-home, as of June 30, 2024, according to the Redseer Report (section 7,
page 19). This unified app approach enables us to scale our business organically as we are able to leverage a common user base
across offerings, our growing fulfilment network, common and reusable technology stack, broad partner network and
membership programme, among others. According to the Kantar BrandZ Most Valuable Indian Brands Report 2024, Swiggy
is the most valuable brand in the Consumer Technology & Services Platforms category and is among the Top 25 most valuable
brands in India overall (RedSeer Report - section 7, page 19). The combined effects of our brand recognition, unified app
approach and high frequency offerings help us increase user engagement across multiple offerings on our platform, ensures
user stickiness, enables quick introduction of adjacent and new offerings cost-effectively, and drives enhanced earning
opportunities for platform partners. See “ –Financial and Operating Metrics” on page 206.
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We have an innovation-led approach, the core of which is to identify and address convenience needs of users, thereby increasing
the frequency with which they interact on our platform. Leveraging insights from interactions on our hyperlocal platform by
our network of users, and our experience in Food Delivery and Quick Commerce, we identify convenience needs of users and
address these supply-demand gaps by enabling partners to provide seamless services on our platform. Our multi-tenanted
(supporting multiple businesses on a common technology stack) flexible and scalable technology stack, comprising in-built
algorithms and use of third-party software, enables us to integrate our offerings on the platform quickly, resulting in a reduction
of costs and time in introducing new offerings in the market. Our operations are further supported by our divisional structure
of dedicated leaders for each business line, which we believe nurtures versatile leaders and allows quick decision-making and
ownership of results.
Financial and Operating Metrics
Our primary business is operating a B2C (business-to-consumer) marketplace platform where we aggregate restaurant and
merchant partners that can list their food and products; users can discover and purchase such items; and we facilitate the
fulfilment of these orders through enabling delivery, reservations and payments, and lead generation for partners. We have five
business segments – (i) Food Delivery; (ii) Out-of-home Consumption, covering dining out and events; (iii) Quick Commerce
covering on-demand delivery of grocery and household items, (iv) Supply Chain and Distribution covering business-to-business
(“B2B”) supplies, warehousing, logistics and distribution for wholesalers and retailers, and (v) Platform Innovations covering
our new initiatives and offerings, such as Swiggy Genie, Swiggy Minis, among others.
We collect payments from users for transactions completed on our platform, which typically includes the cost of the food or
product purchased, delivery fees and other fees. We then facilitate the transfer of the cost of food or product and delivery related
fees to our partners at regular intervals after retaining certain fees. For more details on, and a pictorial representation of, our
transaction flow for our Food Delivery, Quick Commerce and Out-of-home Consumption businesses, see “– Our Business
Offerings – Food Delivery”, “– Our Business Offerings – Quick Commerce”, and “– Our Business Offerings – Out-of-home
Consumption” on pages 220, 223 and 221, respectively.
The table below sets forth our key financial and operating metrics for our business segments for the periods indicated. For our
additional financial metrics, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
on page 359.
206
For the three months ended
June 30, As of and for the fiscal ended March 31,
Particulars
Particulars Unit
Unit 2024
2023 2023
2024 2024
2022 2023
2023 2022
2024
Swiggy Platform
(1)
B2C GOV ₹ million 101,895.86 82,771.86 349,690.75 277,405.18 201,222.59
(2)
Consolidated Gross Revenue ₹ million 34,772.87 26,938.48 123,203.14 94,796.89 68,604.44
(3)
Consolidated Adjusted EBITDA ₹ million (3,478.00) (4,868.96) (18,355.67) (39,103.37) (32,337.62)
(4)
Average Monthly Transacting Users million 15.99 13.88 14.29 12.67 10.26
(5)
Average Monthly Transacting Delivery Partners # 457,249 350,280 392,589 322,819 243,496
(6)
Platform frequency # 4.50 4.42 4.48 4.34 4.14
(7)
Swiggy One members million 5.71 1.38 5.33 1.39 0.95
Food Delivery
(8)
GOV ₹ million 68,083.44 59,587.43 247,174.41 215,170.76 184,788.26
(9)
Gross Revenue ₹ million 17,296.30 14,545.32 60,815.51 51,792.05 44,298.07
(10)
Contribution Margin (as a percentage of GOV) % 6.40% 5.24% 5.72% 2.94% 1.59%
(11)
Adjusted EBITDA ₹ million 578.43 (431.95) (471.80) (10,349.93) (14,095.17)
(12)
Average Monthly Transacting Users million 14.03 12.56 12.73 11.57 9.86
(13)
Average Monthly Transacting Restaurant Partners # 223,671 183,138 196,499 174,598 129,036
Out-of-home Consumption(14)
(15)
GOV ₹ million 6,571.95 5,769.28 21,830.67 11,050.75 -
(16)
Gross Revenue ₹ million 467.03 311.25 1571.86 776.86 -
(17)
Contribution Margin (as a percentage of GOV) % 3.49% 2.78% 2.45% 1.20% -
(18)
Adjusted EBITDA ₹ million (131.57) (490.13) (1,735.96) (1,372.06) (65.22)
(19)
Average Monthly Active Restaurants # 33,352 22,889 26,575 10,426 -
Quick Commerce
(20)
GOV ₹ million 27,240.47 17,415.15 80,685.67 51,183.67 16,434.33
(21)
Gross Revenue ₹ million 4,033.85 2,123.05 10,877.00 5,472.75 1,242.23
(22)
Contribution Margin (as a percentage of GOV) % (3.18%) (7.50%) (6.01%) (23.55%) (32.26%)
(23)
Adjusted EBITDA ₹ million (3,179.15) (3,121.09) (13,090.94) (20,267.59) (8,832.56)
(24)
Average Monthly Transacting Users million 5.24 3.89 4.24 3.20 1.10
(25)
Active Dark stores # 557 421 523 421 301
Supply Chain and Distribution
Revenue ₹ million 12,682.57 9,475.81 47,796.05 32,863.47 14,653.00
(26)
Adjusted EBITDA ₹ million (578.91) (426.62) (1,867.20) (2,954.98) (3,015.49)
Platform Innovations
(27)
Gross Revenue ₹ million 293.12 483.05 2,142.72 3,891.76 8,411.14
(28)
Adjusted EBITDA ₹ million (166.80) (399.17) (1,189.77) (4,158.81) (6,329.18)
(1) Consolidated Gross Order Value of consumer facing businesses i.e. (i) Food delivery, plus (ii) Quick Commerce, plus (iii) Out-of-home Consumption,
excluding Platform Innovations.
(2) Consolidated Gross Revenue of all businesses i.e. (i) Food delivery, plus (ii) Quick Commerce, plus (iii) Out-of-home Consumption, plus (iv) Supply
Chain and Distribution, plus (v) Platform Innovations. The reconciliation to revenue from operations is provided in the table below.
(3) Consolidated Adjusted EBITDA of all businesses i.e. (i) Food delivery (ii) Quick Commerce (iii) Out-of-home Consumption (iv) Supply chain and
distribution and (v) Platform Innovations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP
Financial Measures” on page 369.
(4) Number of unique transacting users that have completed at least one order on the Swiggy unified app/ website in a month, averaged for the months in
the period/year.
(5) Number of unique delivery partners that have delivered at least one order in a month, averaged for the months in the period/year.
(6) Completed orders per user in a month, averaged for the months in the period/year.
(7) We launched SwiggyOne membership in Fiscal 2021. All our SwiggyOne Members as of the end of the period were active.
(8) Total monetary value of completed Food Delivery orders (gross of any discounts) plus (i) user delivery charges (net of any discounts, including free
delivery discounts provided for Swiggy One membership program), plus (ii) packaging charges, plus (iii) fee from users. plus (iv) taxes, excluding tips.
(9) Revenue from Food Delivery operations plus (i) user delivery charges collected and passed on to delivery partners (net of any discounts, including free
delivery discounts provided through Swiggy One membership program), plus (ii) fee from users (that is not already included in revenue from operations)
collected and netted off from platform funded discounts given for corresponding orders. See “Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Non-GAAP Financial Measures” on page 369.
(10) Food Delivery Gross Revenue, less (i) cost of delivery, less (ii) platform funded discounts, less (iii) other variable costs, as a percentage of GOV. The
reconciliation to revenue from operations is provided in the table below.
(11) Food Delivery segment results as per restated consolidated financial statements for the period/year less rental expenses pertaining to 'Ind AS 116 leases'.
207
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” on page 369.
(12) Number of unique transacting users that have completed at least one Food Delivery order in a month, averaged for the months in the period/year.
(13) Number of unique restaurant partners with at least one delivered order in a month, averaged for the months in the period/year.
(14) We started revenue generation from our Out-of-home Consumption business in Fiscal 2023 with the acquisition of Dineout, accordingly no data for
Fiscal 2022 (except Adjusted EBITDA) has been presented.
(15) Total monetary value of all completed transactions (gross of any discounts) on Dineout and SteppinOut, plus (i) fee from users, plus (ii) taxes.
(16) Revenue from operations from Out-of-home Consumption plus fee from users (that is not already included in revenue from operations) collected and
netted off from platform funded discounts given for corresponding orders (as applicable). See “Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Non-GAAP Financial Measures” on page 369.
(17) Out-of-home Consumption Gross Revenue, less (i) platform funded discounts, less (ii) other variable costs, as a percentage of GOV. The reconciliation
to revenue from operations is provided in the table below.
(18) Out-of-home Consumption segment results as per restated consolidated financial statements for the period/year less rental expenses pertaining to ‘Ind
AS 116 leases’. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” on
page 369. As the line items for reconciliation for Out-of-home Consumption business are “-“ or “nil”, a separate reconciliation has not been provided.
(19) Total number of unique Swiggy Dineout restaurants that are listed with payment option in a month, averaged for the months in the period/year.
(20) Total monetary value of completed orders at maximum retail price (“MRP”) of goods sold (except for instances where MRP is not applicable such as
fruits and vegetables wherein final selling price is used instead of MRP) and gross of any discounts, plus (i) user delivery charges (net of any discounts,
including free delivery discounts provided for Swiggy One membership program), plus (ii) packaging charges, plus (iii) fee from users, plus (iv) taxes,
excluding tips.
(21) Revenue from Quick Commerce operations plus (i) user delivery charges collected and passed on to delivery partners (net of any discounts, including
free delivery discounts provided through Swiggy One membership program), plus (ii) fee from users (that is not already included in revenue from
operations) collected and netted off from platform funded discounts given for corresponding orders. See “Management’s Discussion and Analysis of
Financial Condition and Results of Operations – Non-GAAP Financial Measures” on page 369.
(22) Quick Commerce Gross Revenue, less (i) cost of delivery, less (ii) platform funded discounts, less (iii) cost of fulfilment services, less (iv) other variable
costs, as a percentage of GOV. The reconciliation to revenue from operations is provided in the table below.
(23) Quick Commerce segment results as per restated consolidated financial statements for the period/year less rental expenses pertaining to 'Ind AS 116
leases'. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” on page
369.
(24) Number of unique transacting users that have completed at least one Quick Commerce order in a month, averaged for the months in the period / year.
(25) Number of Dark Stores with at least one completed order on the last day of the period / year. As of September 10, 2024, we had 605 Active Dark Stores.
(26) Supply Chain and Distribution segment results for the year/period less rental expenses pertaining to Ind AS 116 leases. See “Management’s Discussion
and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” on page 369.
(27) Revenue from Platform Innovations operations plus (i) user delivery charges collected and passed on to delivery partners (net of any discounts, including
free delivery discounts provided through Swiggy One membership program), plus (ii) fee from users (that is not already included in revenue from
operations) collected and netted off from platform funded discounts given for corresponding orders. See “Management’s Discussion and Analysis of
Financial Condition and Results of Operations – Non-GAAP Financial Measures” on page 369.
(28) Platform Innovations segment results for the year/period less rental expenses pertaining to Ind AS 116 leases. See “Management’s Discussion and
Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Measures” on page 369.
Note 1: According to the RedSeer Report (RedSeer Report, definition glossary on page 19), the definitions listed above are in line with industry standards in
India. However, please note some differences below as identified by the RedSeer Report in Fiscal 2024: (i) Exclusion of cancelled orders: According to the
RedSeer Report, peer companies in India include “cancelled orders” while calculating GOV and number of orders – online food delivery and number of orders
– quick commerce. We exclude “cancelled orders” from these metrics as we believe that provides a more meaningful representation of the value and count of
orders transacted on our platform; (ii) Completed orders versus orders placed on the platform: According to the RedSeer Report, our peers in India disclose
certain metrics such as average monthly transacting users and average monthly transacting restaurant partners based on “orders placed on the platform”
instead of “orders completed on the platform”. We provide the same metrics based on “orders completed on our platform” as we believe that by doing so, the
metrics provide a more meaningful representation of the orders transacted on our platform.
Gross Revenue
Swiggy Platform Consolidated Gross Revenue refers to consolidated Gross Revenue of all businesses i.e. (i) Food delivery,
plus (ii) Quick Commerce, plus (iii) Out-of-home Consumption, plus (iv) Supply Chain and Distribution, plus (v) Platform
Innovations. Gross revenue of our segments refers to revenue from operations plus (i) user delivery charges collected and passed
on to delivery partners (net of any discounts, including free delivery discounts provided through Swiggy One membership
program), plus (ii) fee from user (that is not already included in revenue from operations) collected and netted off from platform
funded discounts given for corresponding orders. User delivery charges represent the charges collected from the user and passed
on to the delivery partner after recovering fees for platform services along with “delivery and related charges” for corresponding
orders, included within total expenses appearing on our statement of profit and loss. Fee from User collected and netted off
from discounts provided to users which is part of “Advertisement and sales promotion” expenses appearing in our statement of
profit and loss. The table below reconciles gross revenue to our revenue from operations:
208
(₹ in million)
For the three months
ended June 30, Fiscals
Particulars 2024 2023 2024 2023 2022
Revenue from operations 32,222.17 23,898.18 112,473.90 82,645.96 57,048.97
Add: user delivery charges 2,253.87 3,001.80 10,240.76 12,150.93 11,555.47
Add: fee from user (that is not already included in
revenue from operations) 296.83 38.50 488.48 - -
Swiggy Platform Gross Revenue 34,772.87 26,938.48 123,203.14 94,796.89 68,604.44
The table below reconciles gross revenue from our Food Delivery, Out-of-home Consumption, Quick Commerce, and Platform
Innovations businesses to their respective revenue from operations:
(₹ in million)
For the three months
ended June 30, Fiscals
Particulars 2024 2023 2024 2023 2022
FOOD DELIVERY
Revenue from operations 15,153.40 11,926.12 51,601.25 41,299.90 33,913.14
Add: user delivery charges 1,854.58 2,580.70 8,725.78 10,492.15 10,384.93
Add: fee from user (that is not already included in
revenue from operations) 288.32 38.50 488.48 - -
Food Delivery Gross Revenue 17,296.30 14,545.32 60,815.51 51,792.05 44,298.07
OUT-OF-HOME CONSUMPTION
Revenue from operations 458.52 311.25 1,571.86 776.86 -
Add: fee from user (that is not already included in 8.51
revenue from operations) - - - -
Out-of-home Consumption Gross Revenue 467.03 311.25 1,571.86 776.86 -
QUICK COMMERCE
Revenue from operations 3,740.29 1,797.65 9,785.50 4,513.63 828.43
Add: user delivery charges 293.56 325.40 1,091.50 959.12 413.80
Quick Commerce Gross Revenue 4,033.85 2,123.05 10,877.00 5,472.75 1,242.23
PLATFORM INNOVATIONS
Revenue from operations 187.39 387.35 1,719.24 3,192.10 7,654.40
Add: user delivery charges 105.73 95.70 423.48 699.66 756.74
Platform Innovations Gross Revenue 293.12 483.05 2,142.72 3,891.76 8,411.14
209
Our Strengths
Pioneers of high-frequency hyperlocal commerce categories driven by an innovation-led culture
Being among the first hyperlocal commerce platforms, Swiggy has successfully pioneered the industry in India, launching Food
Delivery in 2014 and Quick Commerce in 2020, and due to the pioneering status of Swiggy, it is well-recognised as a leader in
innovation in hyperlocal commerce and as a brand synonymous with the categories it is present in, according to the Redseer
Report (section 7, page 19). Innovation is an integral part of our DNA which encourages us to ideate, experiment and iterate
constantly. The core of our innovation approach is to identify and address convenience needs of users, thereby increasing the
frequency with which users interact on our platform. We actively focus on addressing gaps in convenience needs of users by
adding new offerings or supplementing existing services in our ecosystem, and spurring innovations across our value-chain.
For example, we have been able to expand beyond our core offerings of Food Delivery and Quick Commerce on our platform
by increasing the breadth (dining out, events bookings and product pick-up/ drop-off services) and depth (adding more food
and product assortments and geographic expansion) of these offerings by relying on our experience in this market.
We leverage our network of users and partners to assess the market attractiveness and demand for new offerings through targeted
tests. Once a service is proven viable for achieving scale, profitable unit-economics and geographic reach through these tests,
we start scaling offerings across cities. Apart from fulfilling new use-cases, these new offerings also create option value for the
company. For example, by leveraging our experience and growth of the Food Delivery business, we were able to scale Instamart
in less than four years from two cities when it was launched in 2020 to 32 cities on June 30, 2024. Further our technology stack
is designed for scalability, reliability and reusability which helps us integrate these offerings on our platform quickly, thereby
reducing costs and time in introducing new services in the market. For example, we launched the pilot for a new service
“Swiggy Mall” quickly and cost-effectively as we were able to leverage our technology stack and existing Quick Commerce
presence. We have now integrated our Swiggy Mall offering within Instamart in the three months ended June 30, 2024. In
specific instances, we engage in strategic acquisitions, typically aimed at augmenting our growth by expanding our platform
capabilities and adding adjacent offerings. For example, we strategically acquired Dineout to support users’ offline restaurant
experience as the business has synergy with our existing user base as well as restaurant partner relationships. Because we focus
on organic growth through innovation, and typically make strategic acquisitions, the equity dilution since inception of our
Company on account of acquisitions has been limited to 1.36% on a fully diluted basis as of June 30, 2024.
Our innovation-led approach operates as a self-reinforcing ecosystem where our offerings help us drive interactions with users,
and consequently enhances value for all ecosystem participants and the overall platform. For example, our technology-driven
personalised recommendations help users quickly discover desired offerings, evaluate choices and make informed decisions.
Our targeted advertising tools (through which partners can promote their brand on our platform) help restaurant partners,
merchant partners and brand partners acquire users effectively. Our data analytics capabilities help us enhance and expand on
our offerings, and further develop our supply chain solutions and last-mile delivery network to bring convenience for our users
and efficiencies for our partners. The chart below demonstrates certain innovations towards better user experience, affordability,
ease-of-use, sustainability and operational efficiency.
210
A consistently growing network of users
In our tenth year of operations, we have reached a milestone of 112.73 million users that have transacted on our platform (ever
transacted users) on June 30, 2024. Our unified app, growing offerings and wide network of partners drive greater selection and
faster delivery times, all of which enhance user experience on our platform and encourages more users to transact with us. As
a result, we have witnessed a consistent growth in our base of Monthly Transacting Users, both for Food Delivery and Quick
Commerce individually, as well as for the overall platform, as demonstrated in the chart below.
(MTU refers to Monthly Transacting Users)
Rising user engagement on our platform
Given the high-frequency nature of our offerings and our unified app, users on our platform transacted more frequently per
month compared to hyperlocal commerce players in Fiscal 2024, according to the Redseer Report (section 7, page 19). The
following table provides our monthly average frequency for the periods indicated:
Three months ended
June 30, Fiscals
Particulars 2024 2023 2024 2023 2022
Swiggy Platform Frequency 4.50 4.42 4.48 4.34 4.14
Our customer focussed approach to developing our platform across offerings, habit formation due to the seamless user
experience, and increasing propensity of users to pay for convenience continues to drive higher engagement and user stickiness
on our platform. This is visible through an increase in average monthly transaction frequency and Gross Order Value retention
across cohorts as they age, as demonstrated by the chart below:
211
1. B2C GOV Retention: B2C GOV Retention refers to the B2C GOV of retained users divided by the B2C GOV of all acquired users in their first year
of transacting on the platform. Retained users are defined as users acquired in Year 1 for each respective cohort, who continue to transact in
subsequent years.
2. B2C Platform Frequency Retention: Platform Frequency Retention refers to the completed B2C orders for the retained users in a particular year,
divided by the completed B2C orders for such users from their first year of transacting on the platform.
Each cohort represents users who placed their first order on our platform in a given fiscal year. For example, the cohort for
Fiscal 2019 includes all users that placed their first order on our platform in Fiscal 2019 and have collectively increased their
Gross Order Value spend on our platform to 2.83x and increased their average monthly transaction frequency on our platform
to 1.73x in Fiscal 2024. As users utilise the offerings on our platform more frequently, the Gross Order Value generated by
each cohort has also grown over the periods indicating users’ propensity to spend higher on our platform with increasing habit
formation tendencies.
Our initiatives such as the personalised app experience, co-branded credit card, an integrated payment system, analytics-backed
personalised recommendations and advertisements, and “Swiggy One” membership program further enhance user experience,
which in turn drives higher spends on the platform. The following chart shows the rising trend of user spends (Monthly GOV
per average MTU) on the platform, across Food Delivery and Quick Commerce for the respective periods presented. The
increasing gap between total platform spends and Food Delivery and Quick Commerce demonstrates the rising trend of same
users transacting across multiple offerings including Dineout and Genie. Swiggy is the leader in Monthly GOV per average
MTU in Food Delivery, driven by higher customer engagement (monthly order frequency) in Fiscal 2024 among the leading
Food Delivery marketplaces, according to the Redseer Report (section 7, page 19).
212
Monthly GOV per MTU
₹
2,124.48
2,039.40 1,987.11
1,825.09
1,734.02
1,633.77 1,617.60 1,586.93 1,581.86 1,617.86
1,561.22 1,549.15 1,492.08
1,332.08
1,250.48
FY2022 FY2023 FY2024 Q1 FY2024 Q1 FY2025
Swiggy Platform Food Delivery Quick Commerce
“Swiggy” brand delivered through a unified app with consistent user experience
According to the Kantar BrandZ Most Valuable Indian Brands Report 2024, Swiggy is the most valuable brand in the Consumer
Technology & Services Platforms category and is among the Top 25 most valuable brands in India overall (RedSeer Report -
section 7, page 19). Owing to the pioneering status of Swiggy, it is well-recognized as a brand synonymous with the categories
it is present in, according to the Redseer Report (section 7, page 19). We believe this has helped us position “Swiggy” as a
household brand that represents convenience and quality in users’ minds.
Swiggy is unique as the only unified app in India that fulfils through its own platform all food-related missions of urban users
of ordering-in, eating-out and cooking-at-home, as of June 30, 2024, and captures the largest share of consumer wallet in terms
of Monthly GOV per MTU in the hyperlocal commerce use-cases, in the three months ended June 30, 2024, according to the
Redseer Report (section 7, page 19). The combined effects of our brand recognition, unified app approach and high frequency
offerings helps us increase user engagement across multiple offerings on our platform, ensures user stickiness, and enables the
quick introduction of adjacent and new offerings cost-effectively. This also creates an opportunity for us to cross-sell our
offerings which serves as an attractive tool for user acquisition at low costs and also allows our partners to cross-promote their
products across the various offerings we have. The charts below demonstrate the strength of our unified app in engaging users
across offering:
Users are increasingly using more offerings also demonstrated through successful user flow
between Quick Commerce and Food Delivery businesses
MTU2 10.26 12.67 14.29 MTU2 15.99
% Transacting Users split by number of services used (As of June 30, 2024)
+139.2% 1 Users who first transacted
increase on Instamart
15.24% 22.98% Users first acquired on Instamart also transacting on Food
27.30% Delivery platform
84.76% 77.02% 77.69% 13.84% 8.46%
72.70%
Instamart users who first transacted
FY2022 FY2023 FY2024
on Food Delivery platform
1 offering >1 offerings
1 Increase in terms of number of users using more than 1 offering; 2 MTU: Monthly Transacting Users
Integration across offerings on our platform also strengthens our operations. For example, we can tap into the Food Delivery
fleet during non-meal hours to service Quick Commerce orders, which helps us meet delivery expectations and fulfil orders
efficiently.
A preferred choice for restaurant partners, merchant partners, brand partners and delivery partners
Our scale, unified app approach with adjacent categories, engaged user base, and on-demand delivery network creates
meaningful opportunities for restaurant partners, merchant partners and brand partners to engage with our user base at low
incremental costs. We adopt a consultative approach to engage with our partner network and provide them with a variety of
business enablement solutions to establish an online presence and engage with users in real time – such as tools and insights to
run targeted advertisements across multiple offerings with an aim to increase their sales, promote new menus and products, and
provide personalised recommendations. We also support them with our large on-demand delivery network; seamless integrated
payment systems; and end-to-end supply chain solutions, all with an aim for our partners to achieve optimal return on their
213
investments. Merchant partners benefit from several enablement services, including the ability to manage their inventory
through our network of Dark Stores and related supply chain services; the ability to use space in our strategically-located Dark
Stores across India which reduces their fixed costs of establishing a store and provides a broader user outreach; usage of our
integrated payment systems; and the enablement of the delivery of their products through our last-mile delivery network, which
helps optimise their operational costs. Our success in retaining our partner base is a clear indicator of the attractiveness of the
benefits offered by our platform. Our top-100 restaurant partners by revenue contribution as on June 30, 2024, have been on
our platform for an average of more than five years. For more information, see “ - Our Value Proposition to our Ecosystem
Participants” on page 227.
Our data-driven technology helps us understand demand patterns food preparation time (in Food Delivery) and product
availability (in Quick Commerce), match delivery partner availability with user demand, optimise delivery partner allocation,
maximise delivery partner earnings, reduce delivery time and track orders in real time. For example, understanding the user
density and Food Delivery patterns of a locality enhances our ability to identify locations to open a new Dark Store owing to
the incumbent user base, which in turn helps reduce delivery times and cost. This also enables us to handle highs and lows of
demand efficiently, allowing us to service additional orders at low costs, and provide higher earning opportunities to delivery
partners. The following table shows our fees for deliveries collected from users and cost of delivery borne by us as a percentage
of GOV of Food Delivery and Quick Commerce respectively for the periods indicated:
Three months ended
June 30, Fiscals
Particulars 2024 2023 2024 2023 2022
Food Delivery
Delivery fees collected from users as a % of GOV 3.11% 4.92% 4.08% 5.47% 5.98%
Cost of delivery as a % of GOV1 14.31% 14.10% 13.86% 14.59% 14.59%
Quick Commerce
Delivery fees collected from users as a % of GOV 1.24% 2.17% 1.56% 2.15% 2.77%
Cost of delivery as a % of GOV1 9.57% 9.78% 9.82% 13.05% 14.62%
1. The increase in cost of delivery as a % of GOV for Food Delivery in the three months ended June 30, 2024 compared to Fiscal 2024 is primarily due to the
impact of seasonality, further exacerbated due to the general election-led migration during the period. Cost of Delivery primarily includes user delivery charges
collected, availability fees and other incentives paid to delivery partners. It also includes direct costs related to sourcing and onboarding of delivery partners
on our Swiggy platform.
We also focus on the health and safety of delivery partners. We offer delivery partners and their immediate families a robust
insurance policy covering accident and hospitalisation, illnesses, maternity cover, paid recovery time-off, and mobile insurance
among others. We take steps to train delivery partners and also foster an environment of loyalty by conducting events for
delivery partners. For example, we organised “Swiggy Wiggy” – A Delivery Partner Talent Hunt, aimed at recognizing and
celebrating the hidden talents of delivery partners. We also have an upskilling programme, where delivery partners can develop
new skills in order for them to obtain better opportunities in future. For more information, see “– Environment, Social and
Governance – Social” on page 228.
Our Food Delivery Average Monthly Transacting Restaurant Partner base, Active Dark Stores and Average Monthly
Transacting Delivery Partners base has increased to 1.73x, 1.85x and 1.88x from Fiscal 2022 to the three months ended June
30, 2024. Further, the following table presents our Food Delivery Average Monthly Transacting Restaurant Partners, number
of Active Dark Stores and Average Monthly Transacting Delivery Partners for the following periods:
Three months ended
June 30, Fiscals
Particulars 2024 2023 2024 2023 2022
Food Delivery Average Monthly Transacting Restaurant Partners 223,671 183,138 196,499 174,598 129,036
Active Dark Stores 557 421 523 421 301
Average Monthly Transacting Delivery Partners 457,249 350,280 392,589 322,819 243,496
214
Our platform has created synergetic network effects driven by our wide user and partner base.
With multiple high-frequency offerings integrated and offered on a common interface coupled with a unified payment
infrastructure and technology stack, our platform benefits from a virtuous flywheel that enhances the value proposition to all
our platform participants as we grow our business. More offerings on our platform attracts more restaurant partners, merchant
partners and brand partners on our platform, which in turn creates a wide selection of services and products, attracting more
users. More users on our platform gives our other ecosystem participants access to a larger addressable market. Increased supply
and demand generates more platform interactions leading to improved utilisation and higher earnings for delivery partners,
thereby also attracting more delivery partners. This in turn leads to shorter delivery times, thereby attracting more users. A
higher number of interactions on our platforms generates insights which helps us optimise all aspects of our business including
creating relevant and curated offerings on our platform, personalised recommendations for users and better supply chain
management. We believe that our powerful network catering to multiple use-cases enables us to acquire users in a cost-effective
manner. In the three months ended June 30, 2024, 26.74% of our transacting users the period used more than one of our
offerings, underlining the holistic convenience provided on our platform. Our established user and partner base further helps us
scale new offerings rapidly and efficiently. For example, our Quick Commerce offering has already ramped up to approximately
40% of our Food Delivery Gross Order Value in the three months ended June 30, 2024.
An experienced professional management team and high standards of governance
We are led by a team of dynamic entrepreneurs and experienced professional management, with industry expertise. We have
an eight-member strong leadership team, many of whom come with deep backgrounds in the consumer technology and
hyperlocal commerce sectors; and have an aggregate 52 years of experience with Swiggy. Our team has demonstrated leadership
in innovation and execution prowess in shaping the evolution of the online Food Delivery and Quick Commerce industries in
India, as demonstrated by the success of our businesses and the industry accolades and recognition received by us.
Our Managing Director and Group Chief Executive Officer (“CEO”) Sriharsha Majety (who has an industry experience of 10
years and has been with Swiggy since December 26, 2013) was awarded the Economic Times Entrepreneur of the Year Award
in 2019. Our Chief Financial Officer (“CFO”), Rahul Bothra (who has been with Swiggy since September 1, 2017) was awarded
the CFO Power List – Digital Finance Transformation Icon Award by Center of Recognition and Excellence (CORE) in 2019.
We have received industry accolades for our operations, such as the Start-up of the Year Award at Economic Times Startup
Awards 2017 and the “Disruptors” Award at the CNBC-TV 18’s India Business Leaders Awards 2021.
We employ a divisional structure for management, appointing dedicated leaders for each business line. Under this philosophy,
Rohit Kapoor (CEO, Food marketplace who has been with Swiggy since August 16, 2022), Phani Kishan Addepalli (Chief
Growth Officer)who has been with Swiggy since March 10, 2015), Amitesh Jha (CEO, Instamart who has joined Swiggy on
September 4, 2024) and Lakshmi Nandan Reddy Obul (Whole time Director and Head of Innovation who has an industry
experience of 10 years and has been with Swiggy since November 23, 2013) spearhead different business lines. This approach
nurtures versatile leaders and allows quick decision-making and ownership of results. The businesses are supported by
experienced leaders taking care of horizontal functions; led by Girish Menon (Chief Human Resources Officer, or “CHRO”
who has been with Swiggy since April 19, 2016), Rahul Bothra (CFO), and Madhusudhan Rao Subbarao (Chief Technology
Officer, or “CTO” who has been with Swiggy since June 21, 2018). Our corporate governance philosophy is based on
maintaining a close alignment of our interests with those of our stakeholders. We uphold a robust governance framework that
ensures transparency, ethical conduct, and accountability. We are also governed and advised by an experienced Board of
Directors to ensure high corporate governance standards. Our Board is chaired by an independent director and includes three
other independent directors.
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For more details on our board and management, see “Our Management – Key Managerial Personnel of our Company”, “Our
Management – Senior Management Personnel of our Company” and “Our Management – Our Board” on pages 273, 273 and
257.
Our Growth Strategies
Retain and grow user base by expanding our offerings and growing our partner network
Our aim is to build innovative solutions that deliver unparalleled convenience to urban users. The online Food Delivery market
and the Quick Commerce market in India are expected to grow at a CAGR of approximately 17 to 22% and 60 to 80%,
respectively, from 2023 to 2028, according to the Redseer Report (section 3 and 4, pages 9 and 12, respectively). Further, the
penetration of Quick Commerce in overall retail market in India is expected to become more than six times to approximately
2-3% by 2028, with Quick Commerce as a percentage of overall online retail expected to increase from 4.8% in 2023 to between
17 and 30% in 2028, with a significant headroom for future growth, as per the Redseer Report (section 4, page 15).
We intend to increase our user base and the frequency of their interactions on our platform by providing new use-cases
addressing growing user convenience needs, better value, wider selection of food and product options, and faster delivery times.
Our aim is to offer greater convenience to users by leveraging our integrated and data-backed technology infrastructure which
allows us to understand market demands, innovate new capabilities, introduce and test these new offerings at a rapid pace, with
efficiency and scale. We also intend to offer segmented services for a wide user base; from affordable services such as
PocketHero (curated menus from the participating set of restaurants offering budget-friendly meals) to Swiggy Gourmet
(premium restaurant listings and product listings on our platform). We strive to enable choice for users by increasing the
assortment available on our platform by listing additional and diverse base of restaurant partners and merchant partners,
including through new offerings (for example, through Swiggy Minis, users can order from homegrown brands).
We also intend to increase the number of restaurant partners, merchant partners and brand partners on our platform by providing
enhanced advertising tools or other business enablement tools for our partners to increase their earnings, solve their business
needs of go-to-market, discovery, and their geographical expansion strategies and category extension strategies, among others.
We also intend to expand our last-mile delivery network across India and deepen the presence of our Dark Stores to facilitate
faster delivery. To further enhance the attractiveness of our platform and ensure user stickiness, we will continue to add enablers
to our core offerings. For example, the Swiggy One membership programme, the co-branded credit card and targeted advertising
approach are enablers which have helped us increase user interaction on our platform. We aim to increase users and order
frequencies on our platform through additional benefits which include our Swiggy One membership programme. For further
details, see “ – Our Value Proposition to our Ecosystem Participants” on page 227.
Our aim is to continue increasing the geographical overlap of our various offerings including Food Delivery and Quick
Commerce to fuel cross-selling opportunities on the platform. The following table shows our presence across India as on June
30, 2024, which also highlights our potential to expand all our offerings across cities where we currently have our Food Delivery
offering:
(1) The Redseer Report (section 2, page 4). As of September 10, 2024, our Instamart operations were present across 43 cities in India.
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The following table indicates the number of new cities we have added during the years/periods indicated:
Three months ended June 30, Fiscal
Particulars 2024 2023 2024 2023 2022
Number of new cities added 9 10 67 79 77
Expand Dark Store footprint and basket-sizes for Quick Commerce
We intend to continue to increase the density of our Quick Commerce network in the cities we currently operate, as well as in
new cities we may choose to expand to in the future, and increase our Dark Store footprint in terms of aggregate area, to enable
our merchant partners to offer a wider selection of products on our platform to meet consumer demands, and get closer to
consumer demand clusters in order to fulfil orders more efficiently and within expected delivery time. For this, we intend to
open new Dark Stores, that are sized or located more favourably. Together, we believe this will enable us and our merchant
partners to serve new localities, reduce last-mile costs of delivery, and build more engagement with users due to shorter delivery
times and availability of a wider selection of SKUs on our platform, which will lead to improved basket-sizes, and thereby, unit
economics.
Expansion of dark store network and ...has increased availability of more items and ...leading to better AOVs and consequent
thrust on increasing average store size... reduced delivery times substantially... improvement in contribution margin
00 700.0018.0 16.9 40000.00
600
4,123
00 16.0 35000.00
650.00 500 487
00 14.0
12.6 30000.00 441
600.00
00 2,855 12.0 400 (3.18%)
25000.00
00 550.0010.0
557
20000.00
300
19,200
00 500.00 8.0
15000.00
00 6.0 200
450.00
10000.00
00 4.0 (7.50%)
421 100
00
400.00
2.0
8,800 5000.00
- 350.00 0.0 0.00 0
Q1 FY2024 Q1 FY2025 Q1 FY2024 Q1 FY2025 Q1 FY2024 Q1 FY2025
45 59
#
Avg. area of darkstore opened Active darkstores Delivery time in month (mins)* SKUs on platform (pan-India) AOV Contribution margin
Number of darkstores opened during relevant period
* in last month of period # approximately on last day of period
To further improve the basket size for Quick Commerce, we plan to work with the merchant partners to offer more product
assortments on our platform by adding new product categories such as beauty and grooming, pet supplies, baby care, electronics
and wearable devices, among others, and increase the assortment of premium products on our platform. These non-grocery
items are high margin categories which lead to better unit economics, according to the Redseer Report (section 4, page 17).
The assortment of non-grocery items available on Instamart has been growing, with the category contribution to the assortment
increasing from 18.20% in Fiscal 2022 to 25.28% in the three months ended June 30, 2024, demonstrating growing propensity
of the users to buy non-grocery items online. For further details, see “Objects of the Offer – Details of the Objects – 2. Investment
in our Material Subsidiary, Scootsy, for: (a) expansion of our Dark Store network for our Quick Commerce segment through
setting up of Dark Stores; and (b) making lease / license payments for Dark Stores.” on page 147.
Improve our contribution margin by scaling our operations, and expanding high margin offerings and revenue streams
Our platform benefits from inherent local network effects and operating leverage, leading to improved contribution margin with
growing scale, better synergies across business segments and tighter integration between ecosystem partners. As we seed new
offerings, we incur fixed costs such as costs for innovations as well as marketing and promotions expenses to drive user adoption
and habit formation. As these new offerings scale, we benefit from repeat transactions and economies of scale. For instance,
we have seen improvement in our unit economics for Food Delivery and Quick Commerce, as demonstrated in the graphs
below.
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Food Delivery:
Quick Commerce:
Restaurants are increasingly deploying advertising as the lever to increase growth and differentiate themselves from
competition, according to the Redseer Report (section 2, page 8). Further, with the increasing share of hyperlocal revenues in
brands’ overall digital commerce revenues, brands are expected to prefer increasing their advertising spend on transaction-
driven platforms where users have higher intent to purchase, offering better return on investment and measurability of
advertising spends, according to the Redseer Report (section 2, page 8). Food and retail segments contributed 40% of overall
digital advertising expenditure in India in 2023, according to the Redseer Report (section 5, page 18), indicating that there exist
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opportunities to deepen our advertising offering. We plan to increase the contribution of advertising revenue further by
enhancing our advertising tools such that our partners can continue to leverage our integrated platform to run unique and
customised advertising campaigns, which are backed by rich insights and analytics. With 15.99 million Average MTUs on our
platform in the three months ended June 30, 2024, we believe we offer our partners an opportunity to benefit from superior
return on investments by advertising on our platform that has access to a large and growing user base, across multiple offerings.
We plan to continue improving our contribution margins by reducing the net discounts provided to consumers on delivery costs,
on the back of increased user propensity to place a higher value on convenience. In addition, we intend to continue optimising
our category mix by adding more premium product offerings on our platform, to improve the average order value of the
transactions, leading to better unit economics.
As we increase the scale of our offerings, user base, partner base and logistics network, we believe that we will be able to further
optimise net delivery costs by lowering the distance travelled by delivery partners per order and improving delivery fleet
utilisation. As we add new offerings to our platform, we believe that we will be able to better utilise our existing unified app
and fixed infrastructure, leading to improved business economics.
Invest in our technology backbone and optimise our last-mile network to enable efficient scaling of operations to service
more users
Our technology stack is built in-house, atop services provided by third-party cloud architecture vendors. We aim to further
innovate, iterate and improve our technology stack to enhance the platform experience and offerings for all our ecosystem
partners and improve our operational efficiency. We plan to further invest in expanding the capacity of our cloud architecture
to handle more users, greater engagement through a higher number of use-cases, and efficient handling of data and peak demand
scenarios. For details, see “Objects of the Offer – Details of the Objects – 3. Investment in technology and cloud infrastructure”
on page 152.
We also intend to continue bringing efficiency in our supply chain network and other back-end operations. We intend to
continue to support our offerings with an expanding delivery network that caters to user expectations of fast delivery and
reliability. For example, as of June 30, 2024, we had 100 Active Dark Stores in Bengaluru which has enabled us to reduce the
delivery radius, facilitating faster deliveries and lower last mile costs. Towards this end, we plan to implement tools and policies
for quicker onboarding of delivery partners, provide better training, and reduce delivery partner attrition rates. Additionally, we
intend to leverage synergies across our offerings, both within an offering (such as batching of orders for our Food Delivery
business with certain AI-driven guardrails-to maintain user experience) and across offerings (cross-utilise the hybrid Food
Delivery and Quick Commerce delivery fleets to service user demand during peak hours). We also plan to continue recruiting
top industry talent, including researchers, engineers and graduates from leading educational institutions in order to bolster our
in-house technology team. We intend to deepen our culture of innovation, consumer focus and excellence in our organisation
and encourage our employees to innovate.
Invest to enhance our brand recall, improve traffic on our app, and increase engagement across businesses
We invest in targeted marketing campaigns, through digital media initiatives, sponsorships, endorsements and television
advertisements and other brand-building initiatives cost-effectively, to attract more users, restaurant partners, merchant partners,
brand partners and delivery partners to our platforms. For example, we sponsor sporting events, run targeted advertisements
and campaigns during festivals and cultural occasions (which include distributing cards and small treats with select orders), and
run active social media pages to stay connected with the youth. Our user engagement and marketing capabilities have translated
into customer retention with users onboarded on our platform in Fiscal 2019 increasing their Gross Order Value spend to 2.83x
over five years (as of March 31, 2024).
We intend to continue to formulate digital advertising campaigns, based on data analytics, to drive brand recall, including
through targeted advertisements, notifications, pop-ups and messages on our platform. Our advertising investments focus on
driving adoption for our hyperlocal, urban convenience-driven offerings with our growing user base of urban consumers by
driving recall value for our offerings. We also plan to raise awareness of our platform through brand-building campaigns across
mass and niche mediums, as we expand our services both geographically and by use-case. We believe that our innovation-led
approach and new offerings should lead to increase in user base and stickiness on our platform, leading to brands increasing
their advertising spend on our platform. We intend to leverage data analytics capabilities to enhance personalised
recommendations, increase user conversion rates from platform visits to completed transactions, and improve user loyalty. This
in turn will help us increase our brand recall value, and create a virtuous cycle of growing transactions on our platform. For
details, see “Objects of the Offer – Details of the Objects – 4. Brand marketing and business promotion expenses for enhancing
the brand awareness and visibility of our platform, across our segments” on page 153.
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Our Business Offerings
*Source: The Redseer Report (section 5, page 17)
Food Delivery
We started our Food Delivery business in 2014 and offer on-demand Food Delivery services through a network of restaurant
partners and delivery partners. On our Food Delivery marketplace, which is available through our mobile application or website,
users can conveniently search and discover multiple restaurant listings, browse their menus, place food orders and pay
seamlessly, and track order deliveries. These orders are received and prepared by our restaurant partners and delivered to users
through the large fleet of delivery partners on our platform. We offer services to our restaurant partners to help them scale their
business and increase their visibility on our platform, such as advertising and marketing opportunities. Swiggy is the leader in
Monthly GOV per MTU in Food Delivery, driven by higher customer engagement (monthly order frequency) in Fiscal 2024
among the leading Food Delivery marketplaces, according to the Redseer Report (section 7, page 19). The following charts
show the growth in our Food Delivery business for the periods indicated:
GOV No. of orders
₹ million million
247,174.41
577.74
215,170.76 516.87
184,788.26 454.14
59,587.43 68,083.44 141.00 155.98
FY2022 FY2023 FY2024 Q1 FY2024 Q1 FY2025 FY2022 FY2023 FY2024 Q1 FY2024 Q1 FY2025
Gross Revenue
AOV
₹
₹ million
60,815.51
428 436
416 423
407 51,792.05
44,298.07
17,296.30
14,545.32
FY2022 FY2023 FY2024 Q1 FY2024 Q1 FY2025
FY2022 FY2023 FY2024 Q1 FY2024 Q1 FY2025
220
The following chart shows the transactional flow for our Food Delivery business. For more details on our Food Delivery revenue
model, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Our Business Model”
on page 360. Please see “– Our Business Contracts” on page 230 for an overview of our contracts with our Food Delivery users,
restaurant partners and delivery partners.
Out-of-home Consumption
Our Out-of-home Consumption offerings include restaurant dining solutions (that we provide through Dineout) and access to
curated outdoor events through SteppinOut. India is at an early stage of development of this market, as per the Redseer report
(section 3, page 11); as disposable incomes rise and restaurant supply gets built. We believe that our existing restaurant
relationships through our Food Delivery business help us build and grow our Out-of-home Consumption business. These
offerings extend our ability to enhance convenience for users outside their homes in respect of both food and entertainment.
Dineout facilitates a user’s eating-out experience, through which users can discover restaurants, access menus and images,
make reservations, benefit from attractive promotions, and make digital payments to such restaurants on our platform. In the
three months ended June 30, 2024, we had 33,352 Average Monthly Active Restaurant Partners on Dineout. The online dining
out market in India was valued at approximately ₹50 billion (US$0.6 billion) in 2023 and is expected to grow at a CAGR of
46% to 53% between 2023 and 2028, according to the Redseer Report (section 3, pages 9 and 12).
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SteppinOut is an outdoor events offering. Through this offering we can cover all aspects of an event – from conceptualisation,
production, collaboration with ticketing platforms, venue booking and event execution, in collaboration with third-party service
providers.
The following chart shows the transactional flow for our Out-of-home Consumption business. For more details on our Out-of-
home Consumption revenue model, see “Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Our Business Model” on page 360. Please see “– Our Business Contracts” on page 230 for an overview of our
contracts with our Out-of-home Consumption marketplace participants.
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Quick Commerce
We launched Instamart in 2020 and offer on-demand grocery and a broadening array of household items to users. On Instamart,
users can access and browse a large selection of grocery and household items. These orders are received by merchant partners,
processed through our Dark Stores, and delivered to users through delivery partners. During the month of June 2024, orders
were typically delivered in an average time of approximately 12.6 minutes. We expanded our Quick Commerce categories by
integrating our Swiggy Mall offering within Instamart in the three months ended June 30, 2024, as well as our Insanely Good
offering under sub-category named “Handpicked” in Fiscal 2024. Swiggy Mall which was launched in 2023 as a hyperlocal
marketplace where users can shop for an expanded selection of convenience products, such as kitchen appliances, toys and
games, athleisure wear, homeware and kitchenware, beauty products, books, stationery and gifts. Insanely Good was launched
in February 2023 as a curated selection of premium food and grocery products. The integration of this extended selection of
categories and products into Instamart provides our users wider and deeper choices, aimed at garnering a higher share of their
household spends. The following charts show the growth in our Quick Commerce business for the periods indicated:
GOV Gross Revenue
₹ million
₹ million
80,685.67 10,877.00
51,183.67
5,472.75
27,240.47 4,033.85
16,434.33 17,415.15 2,123.05
1,242.23
FY2022 FY2023 FY2024 Q1 FY2024 Q1 FY2025 FY2022 FY2023 FY2024 Q1 FY2024 Q1 FY2025
No. of orders AOV
million ₹
175.46
487
128.48 460 441
394 398
55.90
41.66 39.53
FY2022 FY2023 FY2024 Q1 FY2024 Q1 FY2025
FY2022 FY2023 FY2024 Q1 FY2024 Q1 FY2025
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As on June 30, 2024, our platform listed a selection of approximately over 19,000 SKUs within grocery and household items.
These products include (i) utility-driven, daily purchases such as eggs, bread, fruits and vegetables, (ii) impulse purchases of
snacks and quick-eats, (iii) recurring purchases made typically on a monthly or weekly basis, such as home supplies, including
shampoo, soap, among others, (iv) need-driven purchases made on ad-hoc basis, such as feminine hygiene, basic pharmaceutical
and personal care items and stationery, and (v) events- and festivities-related purchases that include sweets, festival supplies
and team merchandise during sport events.
As on June 30, 2024, Instamart operated a large network of 557 Active Dark Stores across 32 cities in India, and as of September
10, 2024, Instamart operated a network of 605 Active Dark Stores across 43 cities in India. Compared to traditional logistics
facilities, which may be larger and located in less convenient locations, Dark Stores enable the merchant partners to, among
other things, reduce delivery times, according to the Redseer Report (section 2, page 8). These Dark Stores have been
strategically set up in various localities in identified catchment areas across the cities in which we operate our Quick Commerce
business. This enables us to provide seamless and quick availability and supply of grocery and household items in the area,
with an average delivery time across cities of approximately 12.6 minutes. We continue to witness a rising trend of GOV per
Dark Store led by rising user demand, as both orders per user and AOV continue to increase, as demonstrated in the charts
below:
GOV per active Dark store per day and Active Dark store No. of monthly orders per MTU and MTU
₹ thousands 3.60
3.56 6.00
3.45 3.39
0.00 557.95 700 3.34
3.40
487.20 650 3.17 5.2 5.00
0.00 454.62 600 3.20
375.20 3.9 4.00
0.00 358.39 557550 3.00 4.2
523 500 3.2
2.80 3.00
0.00 450
421 421 400 2.60
2.00
0.00 350 2.40
0.00 301 300 1.1 1.00
2.20
250
0.00 200 2.00 0.00
FY2022 FY2023 FY2024 Q1 FY2024 Q1 FY2025 FY2022 FY2023 FY2024 Q1 FY2024 Q1 FY2025
GOV per active Dark store per day Active Dark store No. of monthly orders per MTU MTU
Managing inventory and stocking specific SKUs for fulfilling users’ demand is a challenge commonly faced by general and
modern retail stores that Quick Commerce solves for through tech-led distribution, according to the Redseer Report (section 4,
page 16). We provide inventory space within these Dark Stores to merchant partners where they can stock their SKUs. We are
able to provide precise insights to our merchant partners on hyperlocal user trends and efficient utilisation of inventory, which
in turn enables them to curate their selection of SKUs for the Dark Stores and provide personalised offerings to users. We
further support merchant partners to sell their products through Instamart by listing products on our platform, offering them
fulfilment services, as well as business enabling services such as after-sales service, reverse-logistics for returns.
The following chart shows the transactional flow for our Quick Commerce business. For more details on our Quick Commerce
revenue model, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Our Business
Model” on page 360. Please see “– Our Business Contracts” on page 230 for an overview of our contracts with our Quick
Commerce marketplace participants.
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Supply Chain and Distribution
We offer comprehensive supply chain services to wholesalers and retailers. By leveraging our warehousing capabilities, we
streamline the value-chain to provide reliable, fast, and cost-effective order fulfilment for wholesalers and retailers. Our supply
chain solutions to our wholesale and retail partners encompass warehouse management to streamline operations, in-warehouse
processing that includes value-added services to enhance product delivery, and efficient order fulfilment which enables efficient
order picking, packing, and shipping processes for the wholesalers and retailers. We also leverage our brand partnerships and
help our wholesale and retail partners optimise procurement of products. Our technology-driven retail distribution enables
brands to grow their retail presence in India, which we believe positions us well in the retail distribution space through a
technology-led authorised distribution operating model. As on June 30, 2024, we managed 2.66 million sq. ft. of warehousing
space across 13 cities and had approximately 680 authorized brand distribution partnerships and served approximately 87,000
retailers and wholesalers. For more details on our supply chain revenue model, see “Management’s Discussion and Analysis of
Financial Condition and Results of Operations – Our Business Model” on page 360. The following chart shows the transactional
flow for our Supply Chain and Distribution business. For more details on our Supply Chain and Distribution revenue model,
see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Our Business Model” on page
360.
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Business structure of Scootsy
As disclosed in the section “– Supply Chain and Distribution” on page 225, the Supply Chain and Distribution segment of our
Company refers to the supply chain services offered to wholesalers and retailers. The supply chain solutions offered by Scootsy
to its wholesale and retail partners includes warehouse management to streamline operations, in-warehouse processing that
includes value-added services to enhance product delivery, and efficient order fulfillment which enables efficient order picking,
packing, and shipping processes for the wholesalers and retailers.
Further, Scootsy is an authorised distributor of various leading brands in India, and we intend to expand our presence through
increasing such partnerships. The revenue from operations derived by Scootsy under Supply Chain and Distribution is from the
following services:
revenue from sale of goods to wholesalers and retailers;
revenue from customers for rendering supply chain management services, including but not limited to receipt, storage in
warehouses and dispatch of products, record keeping and warehouse administration; and
other business enablement services (such as facilitation fees that Scootsy earns from wholesalers and retailers for generating
and closing leads with respect to onboarding of new brands).
Platform Innovations
Our endeavour to address unsolved user convenience problems is underpinned by our innovation led culture, and we continually
incubate new service offerings to create more frequent and meaningful touchpoints for our users. We have a structured
framework for new offerings where we assess the product and business market fit in a capital-efficient manner for a finite time
frame; and then scale, pivot or shutter them based on their progression. With these enablers in place, we have actively invested
in unlocking adjacent offerings on our platform, which could be new offerings, category additions in existing services, or
targeted solutions for specific user segments. For instance, Instamart, our quick-commerce platform, was developed through
our Platform Innovations segment, and is a testament to the capability of our innovation engine. Some of our recent Platform
Innovations include:
● Swiggy Genie: Launched in 2020 as an on-demand product pick-up/ drop-off service for users. This service is availed by
a user for sending a product from one point to another within a city.
● Swiggy Minis: Launched in 2022 as a direct-to-consumer offering where local homegrown brands can establish their own
mini-storefront on our platform, engage with a broader user base and benefit from our technology-enabled logistics
capabilities and back-end services such as discovery, check-out, and payment.
● Private brands: to address supply gaps that our restaurant partners are unable to fulfil, whether in a particular region or a
category, we launch our own private brands. For example, we launched “The Bowl Company” in 2016, addressing the need
for a curry and rice bowl for busy office meetings.
Swiggy Mall and Insanely Good, two of our Platform Innovations that were piloted in Bengaluru, were integrated into Swiggy
Instamart as category-extensions/expansions during the three months ended June 30, 2024 and Fiscal 2024, respectively.
Swiggy One
Swiggy One is our membership programme, accessible across offerings, that offers members discounts and promotions on our
platform, including free delivery on select orders. Swiggy One is designed to help amplify our platform’s network effects of
different offerings and drive a compounding effect on user engagement, thereby increasing the frequency with which users
transact on, and remain committed to our platform. We launched Swiggy One in 2021 and have scaled it over the years. Users
can become Swiggy One members by paying a membership fee. As of June 30, 2024, we had 5.71 million Swiggy One
members. In three months ended June 30, 2024, the average order frequency from our Swiggy One members was 7.40x versus
a platform order frequency of 4.50x. Average order frequency for Swiggy One members is calculated as (a) the aggregate
number of orders placed by Swiggy One members in a month, divided by (b) the aggregate number of Swiggy One transacting
users for that month (which is defined as Swiggy One members who have transacted during the given month), the result of
which is averaged over the particular financial year or period.
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Our Value Proposition to our Ecosystem Participants
Users:
● Convenience: We offer users the convenience of fulfilling their food and grocery and household items, and other hyperlocal
needs on a single app. Our app hosts a broad network of restaurant, merchant and brand partner base – ranging from
established chains to small-and-medium sized enterprises and local stores. As a result, users can choose from a wide
selection of food and grocery and household items on our platform and have their orders delivered to their doorstep.
● Enhanced user experience: Users experience a personalised shopping journey on our platform with targeted product and
food recommendations that enhance their experience on the platform. Users can leverage our “Swiggy One” membership
programme to enjoy promotions, discounts and free delivery on select orders. They can also sign up for our co-branded
credit card and receive cashback offers. As of June 30, 2024, we had approximately 150,700 subscribers for our co-branded
credit card. Users can also track their order, receive real time notifications and benefit from customer support services,
such as call centres and refunds, all through their mobile phones.
Restaurant partners, merchant partners and brand partners:
● Access: Our unified app approach enables our partner base to benefit from a larger user base across offerings, a flexible
and larger logistics and delivery network, and tools to expand their businesses. Leveraging insights from multiple offerings
on our platform, partners can run targeted promotional campaigns across multiple offerings to increase their user base and
enhance their brand strength; and can leverage these insights to manage their inventory and other operations.
● Tools: We provide tools to support our partners’ businesses. These include order fulfilment and delivery, supply chain
solutions, data analytics, payment processing interface, user support and dedicated account management support, among
others. Examples include a market intelligence dashboard that provides insights of the restaurant’s performance against
average market performance or of its market peers. We also offer a self-serve advertising platform, which enables
entrepreneurs to partner with us for growth and business management.
Delivery partners:
● Source of livelihood: We provide delivery partners means to earn regularly with transparency, sustainability and health and
safety. We also consistently engage with delivery partners through our rewards and recognition programmes.
● Flexibility and transparency: We provide delivery partners with critical information regarding deliveries upfront, including
potential earnings information, estimated time and distance, merchant partner name and user location information, so
delivery partners can make informed decisions about the deliveries they choose to accept and track their income. We also
maintain a two-day paid monthly period time-off policy for our regular female delivery partners who complete 20 shifts in
a month.
● Training, health and safety: We offer independence and continuous on-the-job training to delivery partners. We provide
delivery partners training on hygiene, road safety, courtesy, among other such soft-skill sets, and have introduced a policy
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for prevention of sexual harassment of women delivery partners. We offer delivery partners and their immediate families
a robust insurance policy covering accident and hospitalisation, illnesses, maternity cover, on-demand ambulance service,
paid recovery time-off and mobile insurance, among others.
Environment, Social and Governance
Environment, Social and Governance (“ESG”) initiatives have an important role to play in our business and operations. Set out
below is a summary of our key ESG initiatives:
Environment
Green last mile-deliveries
We are committed to enabling sustainable and greener deliveries and reducing the delivery fleets’ carbon footprint. In line with
our commitments, we are introducing electric vehicles (“EVs”) to the delivery fleet. We have also taken steps to strengthen our
commitment to emission-free deliveries by (i) partnering with original equipment manufacturers and EV mobility aggregators
to increase uptake of EV usage by delivery partners, and (ii) collaborating with OEMs to improve EV charging infrastructure
in cities. We believe that improved charging infrastructure would help our objective of adding additional EVs to the delivery
fleet on our platform. We partnered with various vendors to increase the adoption of EVs among delivery partners on our
platform.
Reducing plastic waste
We are committed to reducing the use of single-use, disposable plastic in packaging. For example, we have experimented with
eco-friendly and versatile compostable bags for our Quick Commerce business since May 2023. Additionally, we now offer
users the opportunity to ‘opt out’ of receiving deliveries in disposable bags and instead receive deliveries in reusable bags.
Eco Saver delivery
In line with our commitment to enabling sustainable and greener deliveries, we introduced Eco-Saver delivery option where
users can opt for food delivery to be delivered in batches through our order batching process. Batching orders helps us (i) service
more users as we are able to allocate orders to delivery partners more efficiently, (ii) reduce cost per delivery, and (ii) facilitate
higher earning opportunities for our delivery partners. Users can opt for a delivery mode that fits their need while placing an
order. To promote the Eco-Saver delivery option, we are offering users discounts on certain orders on our platform in select
cities.
Social
We strive to create a favourable impact through our operations. Some examples are as follows:
● Delivery partners’ welfare: In order to promote better road user behaviour and prevent accidents, we have introduced
several measures aimed to promote a safer driving environment.
● Provision of accident medical coverage: We provide accident medical insurance coverage of ₹200,000, and an additional
₹10,000 for outpatient coverage.
● Loss of pay: To ensure income security to delivery partners, we provide an income protection cover plan where a minimum
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guaranteed amount is paid, which is pegged to average incomes earned in that market. For example, when a delivery partner
is unable to work for a certain number of days or more due to an accident or any other ailment, we support them in the
form of a minimum guaranteed amount, subject to certain conditions, during the rest period.
● Smart gears: We provide delivery partners smart gears, which includes t-shirts with reflector strips, raincoats, winter
jackets, bags and protective helmets (at subsidised prices) to provide protection during harsh weather conditions.
● Road safety awareness workshops: Under the banner of the “Drive safely” campaign, we run road safety training
programmes and workshops with various state government traffic police departments for delivery partners. In Fiscal 2024
and in the three months ended June 30, 2024, we ran workshops and training camps across a few states in India. In March
2024 Swiggy released a road safety charter for delivery partners and reaffirmed our commitment to promoting safer driving
habits among delivery partners.
● Resting spots: We have created special resting spots, with beverages and charging stations, for delivery partners outside
Dark Stores through a pilot project and expect to expand such resting spots.
● Maternity benefits: We are focused on boosting female participation in the gig economy through measures such as paid
menstrual leave, maternity hospital cover and safety measures.
● Mobile Medical Units and Teleconsultations: We have rolled out Mobile Medical Units to provide health care to delivery
partners. These units are currently operational in Bengaluru, and it aims to provide health check-ups for early monitoring
of health issues. We also provide teleconsultation services and prescribed medicines at subsidised rates to delivery partners
and their families, through the Visit app.
● SafeCity initiative: We have launched a learning initiative along with NGOs in India called “SafeCity”. SafeCity aims to
build awareness around gender biases and sexual harassment among our delivery partners. This consists of video training
modules and a SafeCity app to report harassment incidents.
● Swiggy Skills: We have launched this initiative that aggregates our multiple initiatives for skilling our partner ecosystem.
We aim to provide online skill development courses, certifications and National Skills Qualification Framework courses
to our delivery partners and operations staff in our fulfilment centers. Swiggy Skills also includes recruitment initiatives to
help restaurant partners overcome paucity of talent in the food and beverage (“F&B”) sector. Under the Swiggy Skills
umbrella, we recently launched “Project Next,” a new initiative designed to provide career growth opportunities for
delivery partners while accelerating restaurant onboarding, by transitioning delivery partners to sales executive roles.
Governance
We are governed and advised by an experienced Board of Directors to ensure high corporate governance standards. Our Board
is chaired by an independent director and includes three other independent directors. For more information, see “Our
Management – Our Board” on page 257. We have a broad management team of experienced professionals overseeing our key
lines of business and support functions.
Diversity and Inclusion
We are committed to promoting diversity and inclusion. In furtherance of this goal, we announced permanent remote work for
most roles in July 2022. We have launched multiple initiatives to foster diversity and inclusion in the organization and partner
network:
● Swigstree: launched in October 2022, Swigstree is a Women-centric community where women employees connect through
events, check-ins, and dialogues, fostering professional and personal growth.
● She the Change: launched in March 2024, ‘She the Change: From vision to venture’ is a programme which puts a spotlight
on women entrepreneurs in the F&B industry.
● The MINT mentorship program: launched in May 2023, this aims to provide a platform for women employees to seek
guidance and advice to overcome professional challenges, hone their skills, and advance in their careers.
● Gender-neutral parental policy: we have a gender-neutral childcare and parental policy under which the primary care-
giver and secondary care-giver can avail leave, and a Maternity Return program to support mothers re-entering the
workforce.
● We have a talent acquisition team that adopts a cohort-based approach to fulfil our diversity goals. Through our flagship
program, 'Diversity Diaries' we provide a platform for talent acquisition professionals to foster diversity within our
workforce.
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● Pawternity Policy: our Pawternity policy launched in April 2024, offers one paid leave and work-from-home options for
pet adoptions and pet care.
● Primary Caregiver and Momentum programs: Our Primary Caregiver and Momentum programs launched this year aim to
support returning parents for a smooth transition to work through sessions, toolkits/resources and communication forums.
Our Organisational Structure
Our organisational structure as of June 30, 2024 is as follows:
Please see “History and Certain Corporate Matters” on page 239 for further details.
Our Technology Infrastructure
We have a technology team of 930 employees, comprising of skilled engineers, designers and computer scientists whose
expertise spans a broad range of technical areas, as of June 30, 2024. We organise our team with a full-stack development
model, integrating product management, engineering, analytics, data science and design. We focus on convenience, accuracy,
affordability, reliability and efficiency when developing new offerings. Our offerings are mobile-first and operating system
agnostic and have a user-friendly interface. We frequently update our software products and have a regular software release
schedule. Our technology differentiators are as follows:
● Scalability and performance: We use a modern, modular technology stack that is designed to be scalable and reliable.
Our platform allows us to handle large volumes of orders efficiently across business lines.
● Agility: Our investment and building capabilities and platforms enable us to launch new businesses quickly. This has
allowed us to launch multiple offerings on our platform.
● Proprietary algorithms: Many of our algorithms are developed in-house.
● Data-driven approach: We use data to optimise our operations and provide a personalised user experience. Our data-
driven technology stack also helps us forecast demand patterns, match delivery partner availability with user demand,
decide delivery partner allocation, maximise delivery partner earnings, reduce delivery time and track orders in real
time.
● Data privacy and security: We invest in data security to safeguard our business and user data, culminating in an ISO
27001 certification. We have a dedicated team of professionals that focus on application, network and system security,
as well as security compliance, education and incident response. We undertake periodic scans designed to identify
security vulnerabilities on servers, workstations, network equipment and applications, and subsequent remediation of
vulnerabilities. In order to comply with the data protection laws to which we are subject, including the Digital Personal
Data Protection Act, 2023, we have implemented certain policies and procedures related to the same.
Our Business Contracts
We operate our businesses primarily through arrangements with our restaurant partners, merchant partners, brand partners and
delivery partners, and other intermediaries such as call centre operators who assist in user service operations and payments, and
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payment gateway operators to facilitate payment on our platform.
Agreements with restaurant partners, merchant partners and brand partners
We list restaurant partners, merchant partners and brand partners and their related information on our platform for an
onboarding/ listing fee. Once these participants are listed on our platform, they are bound by the respective agreements and
terms and conditions mentioned on our website, which among others, govern our use of such information on our platform.
For other services which we also engage with these partners for, which include advertising on our platform, we enter into
standardised contracts with each participant which, amongst other things, sets out obligations of both us and the participant.
While most of these contracts are standardised and on a non-exclusive basis, we do have a few customised contracts with certain
participants which may differ from our standard contracts in certain terms, including charges and tenure.
Agreements with users
Users using and accessing our platform are bound by the standard terms of service available on our platform (“User T&Cs”).
Under the User T&Cs, users agree to use services offered through our platform only for the purposes permitted therein, and
subject to any applicable laws, regulations or generally accepted practices or guidelines in the relevant jurisdictions. Users can
purchase and avail themselves of Swiggy One membership, which are available for an agreed duration, the usage of which shall
be governed in accordance with the User T&Cs and any special terms stated at the time of purchase of the membership.
Agreements with delivery partners
We enter into contracts with the delivery partners on an independent contractor basis, pursuant to which the delivery partners
agree to provide delivery services on our platform for orders that are transmitted to them. The delivery partners undertake
delivery for the user against a delivery fee, which is collected by us and passed on to the delivery partner.
Agreements with Vendors
We enter into agreements with various vendors including with payment gateways, legal services that may be required by our
Company, certain outsourcing support availed by our Company and certain communications and technologies support required
in the operations of our Company.
User service
We continuously strive to improve user experience on our platform and have a standard operating procedure for managing user
grievances, that is reviewed and implemented by our management. Although we are not liable for defects or issues in the food
and products supplied by our partners on our platform, we facilitate the resolution of complaints raised by users with our
partners. Users can use our platform to ask questions and raise complaints - by browsing through (i) self-service tools such as
easy-to-read and strategically placed FAQs, interacting with our AI-powered chatbot, or using our instant messaging system;
(ii) email at support@swiggy.in or legal@swiggy.in; or (iii) our helpline number - +91 - 80 6842 2422. Users can post their
question via text and upload pictures of their defective products on our platform. We currently do not have a returns policy.
Users can use our platform to seek refunds and replacements of defective or incorrect products sold by our partner network
through our platform. For complaints or questions that are not resolved at this stage, users are connected to an agent, and a
majority of the complaints are resolved within 48 hours. Any consumer litigation arising out of the same is shared with the
Board periodically.
We are subject to various regulations for customer service, such as, the Information Technology Act, 2000 and the Customer
Protection Act, 2019, among others. For more details, see “Key Regulations and Policies” starting on page 233.
We also conduct user surveys at different stages of a user’s journey on our platform. For example, users can provide feedback
at the end of placing an order or after they interact with our various customer support options. Users can also rate the restaurant
or product that they ordered via our platform and write reviews. We carefully evaluate user feedback to identify underlying
reasons for user dissatisfaction and focus on improving user experience on our platform.
Human Resources
Our employees are critical to our success. We have a young and agile workforce, with a median age of 31 years as of June 30,
2024. The following table provides a breakdown of our permanent employee base by function as of June 30, 2024:
Function As of June 30, 2024
Business 3,565
Technology 930
Operations 305
Corporate/Support 601
Total 5,401
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None of our employees are represented by a labour union. Please see “Risk Factors – Internal Risks – Our success depends on
the continuing efforts of our Key Managerial Personnel and Senior Management Personnel as well as our ability to recruit new
talent. If we fail to hire, retain or motivate our employees, maintain our company culture and our values as we grow, our
business may suffer.” on page 49.
Our corporate culture and decision-making process is underpinned on the values of – (i) who we are: Be Humble; Always be
Curious, Always be Learning; and Be Honest, Display Highest Level of Integrity; (ii) how we think - Consumer Comes First;;
Think Win-Win; and Think Big; and (iii) How we act - Stand-up and disagree but commit fully; Do more with less; Move fast,
break barriers and deliver results; and Never settle.
Intellectual Property
● As of the date of this Prospectus, we use numerous trademarks, including, , and .
● We also have trademark registrations for “SWIGGY”, “SWIGGY INSTAMART”, “SWIGGY GENIE”
, which have been registered as trademarks under classes, 38, 35 and 9 in the name of our
Company.
● Further, trademarks including “Insanely Good” are registered as trademarks under class 35 in the name of our
Subsidiary, Supr Infotech.
Property
As of June 30, 2024, we operated entirely out of leased/leave and licensed premises. Our Registered and Corporate Office is
located in Bengaluru, India, where we lease approximately 318,268 sq. ft. of space under a lease that expires in May 2025. As
of June 30, 2024, the details of the property through which we operate our business is set out below:
Name of the entity Type of property Number of outlets Sq. ft.# Term of lease
Company Sourcing and on- 57 113,200 2 months to three
boarding centres years
Company Private brand kitchens 19 29,700 11 months to nine
years
Scootsy Warehouses* 54 2.66 million 11 months to six
years
Scootsy Dark Stores** 581 1.72 million 11 months to nine
years
#
Values are approximates.
* total square feet has been provided for 49 out of 54 warehouses, including warehouses that are leased by retailers and managed by Scootsy. For the balance
five warehouses, the agreements entered into with the lessors are basis pallets, and the square feet data for the same is not available and has therefore not
been factored into the above.
** Represents number of Dark Stores that are open as of June 30, 2024.
We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or
alternative space will be available to accommodate our operations.
Insurance
We maintain insurance coverage under various insurance policies for, among other things, our properties (including some of
our warehouses), employees, events organised by us and directors’ and officers’ liability. For delivery partners, we maintain
medical insurance for hospitalization and accident insurance. We also maintain insurance policies for, among others, workers
compensation, common general liability, cyber security, warehouse and group health covering our employees. We believe that
the level of insurance we maintain is appropriate for the risks of our business.
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KEY REGULATIONS AND POLICIES
The following is an overview of the relevant sector specific regulations and policies in India which are applicable to our
business operations in India. The information detailed below has been obtained from publications available in the public
domain. The regulations set out below are not exhaustive and are only intended to provide general information to the investors
and are neither designed nor intended to substitute for professional legal advice. The statements below are based on the current
provisions of Indian law, and remain subject to judicial and administrative interpretations thereof, which are subject to change
or modification by subsequent legislative, regulatory, administrative, or judicial decisions.
Information Technology Act, 2000 (the “IT Act”)
The IT Act seeks to (i) provide legal recognition to transactions carried out by various means of electronic data interchange
involving alternatives to paper-based methods of communication and storage of information, (ii) facilitate electronic filing of
documents, and (iii) create a mechanism for the authentication of electronic documentation through digital signatures. The IT
Act provides for extraterritorial jurisdiction over any offence or contravention under the IT Act committed outside India by any
person, irrespective of their nationality, if the act or conduct constituting the offence or contravention involves a computer,
computer system or computer network located in India. Additionally, the IT Act empowers the Government of India to direct
any of its agencies to intercept, monitor or decrypt any information in the interest of sovereignty, integrity, defence and security
of India, among other things. The Information Technology (Procedure and Safeguards for Blocking for Access of Information
by Public) Rules, 2009 specifically permit the Government of India to block access of any information generated, transmitted,
received, stored or hosted in any computer resource by the public, the reasons for which are required to be recorded by it in
writing. The IT Act facilitates electronic commerce by recognizing contracts concluded through electronic means, protects
intermediaries in respect of third-party information liability and creates liability for failure to protect sensitive personal data.
The IT Act also prescribes civil and criminal liability including fines and imprisonment for computer related offences including
those relating to unauthorized access to computer systems, tampering with or unauthorised manipulation of any computer,
computer system or computer network and, damaging computer systems and creates liability for negligence in dealing with or
handling any sensitive personal data or information in a computer resource and in maintaining reasonable security practices and
procedures in relation thereto. The Information Technology (Reasonable Security Practices and Procedures and Sensitive
Personal Data or Information) Rules, 2011 (the “Reasonable Security Practices Rules”) prescribes directions for the
collection, disclosure, transfer and protection of sensitive personal data by a body corporate or any person acting on behalf of
a body corporate.
Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021
The Department of Information Technology & Communication notified the Information Technology (Intermediary Guidelines
and Digital Media Ethics Code) Rules, 2021 (the “IT Intermediary and Digital Media Rules”) under the IT Act, 2000, in
supersession of the Information Technology (Intermediary Guidelines) Rules, 2011. The IT Intermediary and Digital Media
Rules prescribe a framework for the regulation of content published online. They lay down the due diligence obligations of the
intermediaries, require intermediaries to prominently publish rules and regulations, privacy policy and user agreement and
require intermediaries to inform their users, at least once a year, in case of a non-compliance. In terms of the IT Intermediary
and Digital Media Rules, Intermediaries are obligated to establish a grievance redressal mechanism and publish on contact
details of the grievance officer on their website. It further requires intermediaries receiving, storing, transmitting or providing
any service with respect to electronic messages to not knowingly host, publish, transmit, select or modify any information
prohibited under these IT Intermediaries and Digital Media Rules and to disable hosting, publishing, transmission, selection or
modification of such information once they become aware of it.
Digital Personal Data Protection Act, 2023 (“DPDP Act”)
The Parliament passed the DPDP Act on August 9, 2023. The DPDP Act to replace the existing data protection provision, as
contained in Section 43A of the IT Act. The DPDP Act seeks to balance the rights of individuals to protect their personal data,
with the need to process personal data for lawful and other incidental purposes. The DPDP Act provides that personal data may
be processed only for a lawful purpose after obtaining the consent of the individual and a notice has to be given before seeking
consent.
An individual whose data is being processed (data principal), will have the right to inter alia (i) obtain information about
processing; (ii) seek correction and erasure of personal data; and (iii) nominate another person to exercise rights in the event of
death or incapacity. The DPDP Act lays down several duties for the data principal. As per the DPDP Act, data principal shall
not inter alia (i) register a false or frivolous grievance or complaint; and (ii) furnish any false particulars or impersonate another
person in specified cases.
It further imposes certain obligations on data fiduciaries including (i) make reasonable efforts to ensure the accuracy and
completeness of data, (ii) build reasonable security safeguards to prevent a data breach, (iii) inform the Data Protection Board
of India (the “DPB”) and affected persons in the event of a breach, and (iv) erase personal data as soon as the purpose has been
met and retention is not necessary for legal purposes (storage limitation). In case of government entities, storage limitation and
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the right of the data principal to erasure will not apply. The Central Government will prescribe details such as the number of
members of the DPB and the selection process.
Consumer Protection Act, 2019 (the “Consumer Protection Act”)
The Consumer Protection Act was designed and enacted to provide simpler and quicker access to redress consumer grievances.
It seeks, among other things, to promote and protect the interests of consumers against deficiencies and defects in goods or
services and secure the rights of a consumer against unfair trade practices, which may be practiced by manufacturers, service
providers and traders. The definition of “consumer” under the Consumer Protection Act includes persons engaged in offline or
online transactions through electronic means or by tele-shopping or direct selling or multi-level marketing. One of the changes
introduced by Consumer Protection Act is inclusion of the e-commerce industry under Consumer Protection Act with “e-
commerce” defined to refer to the buying and selling of goods or services over digital or electronic network. It provides for the
establishment of consumer disputes redressal forums and commissions for the purpose of redressal of consumer grievances. In
addition to awarding compensation and/or passing corrective orders, the forums and commissions under the Consumer
Protection Act, in cases of misleading and false advertisements, are empowered to impose imprisonment for a term, which may
extend to two years and fine which may extend to rupees ten lakh, and for every subsequent offence, imprisonment for a term
which may extend to five years and a fine which may extend to rupees fifty lakh. In cases of manufacturing for sale or storing,
selling or distributing or importing products containing an adulterant, the imprisonment may vary between six months to life-
time and fine from ₹ 100,000 to ₹ 1,000,000 depending upon the nature of injury to the consumer.
Consumer Protection (E-Commerce) Rules, 2020 (the “E-Commerce Rules”) and the proposed amendments to the E-
Commerce Rules
The Ministry of Consumer Affairs issued the E-Commerce Rules under the Consumer Protection Act, 2019 on July 23, 2020.
The E-Commerce Rules provides a framework to regulate the marketing, sale and purchase of goods and services online. These
rules apply to: (a) good/services purchased or sold vide digital or electronic network, including digital products; (b) marketplace
and inventory e-commerce entities; (c) all e-commerce retailing; and (d) forms of unfair trade practices across all e-commerce
models. It specifies the duties of e-commerce entities, duties and liabilities of marketplace e-commerce entities and those of
inventory e-commerce entities, and duties of sellers on marketplace. The E-Commerce Rules further requires the e-commerce
entities to appoint grievance officer and provide for a consumer grievance redressal mechanism. Any contravention of these
rules attracts penal action under the provisions of Consumer Protection Act.
The Ministry of Consumer Affairs, Food and Public Distribution, Government of India has on June 21, 2021 proposed
amendments to the E-Commerce Rules, which, amongst others, imposes new registration requirements for online retailers,
mandatory partnering with the national consumer helpline, ban on “specific” flash sales and mandating sharing of information
with government agencies. Additionally, the e-commerce entity shall not allow display or promotion of any misleading
advertisement or engage in mis-selling of goods on the platform. The rules have also introduced the concept of “fall-back
liability”, which says that e-commerce businesses will be held liable in case a seller on their platform fails to deliver goods or
services due to negligent conduct, which causes loss to the customer. Additionally, they would be required to share information
within 72 hours with government agency which is lawfully authorised for investigative or protective or cyber security activities,
for the purposes of verification of identity, or for the prevention, detection, investigation, or prosecution, of offences under any
law for the time being in force, or for cyber security incidents. These amendments have not come into force as on the date
hereof.
The Central Consumer Protection Authority has issued “Guidelines for Prevention and Regulation of Dark Patterns, 2023” on
November 30, 2023, for prevention and regulation of dark patterns. Dark patterns involve using design and choice architecture
to deceive, coerce, or influence consumers into making choices that are not in their best interest. Dark patterns encompass a
wide range of manipulative practices such as drip pricing, disguised advertisement, bait and switch, false urgency etc.
Draft E-Commerce Policy, 2019 (“2019 Draft Policy”)
In March 2019, the DPIIT had invited comments from stakeholders and the public on the 2019 Draft Policy. Among other
items, the 2019 Draft Policy proposed that measures should be taken to regulate cross-border data flow, establish a level playing
field for domestic and foreign e-commerce players, boost sale of domestic products through e-commerce, and generally regulate
e-commerce in India. DPIIT is currently working on a revised draft policy.
The Food Safety and Standards Act, 2006 (“FSSA”) and regulations thereunder
The FSSA was enacted with a view to consolidate the laws relating to food and to establish the Food Safety and Standards
Authority of India (“FSSAI”) for laying down scientific standards for articles of food and to regulate their manufacture, storage,
distribution, sale and import to ensure availability of safe and wholesome food for human consumption. The FSSAI is required
to provide scientific advice and technical support to the GoI and the state governments in framing the policy and rules relating
to food safety and nutrition. The FSSA also sets out requirements for licensing and registration of food businesses, general
principles for food safety, responsibilities of the food business operators and liability of manufacturers and sellers, and
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adjudication by the Food Safety Appellate Tribunal. The FSSA also lays down penalties for various offences (including recall
procedures).
Further, an e-commerce FBO (which includes sellers and brand owners who display or offer their food products through e-
commerce, and providers of transportation services for the food products and/or providing last mile delivery transportation to
the end consumers), is required to obtain central/state license from the concerned central/state licensing authority. The FBO
Guidelines are applicable to all e-commerce FBOs that carry on any activity in relation to manufacture, processing, packaging,
storage, transportation, distribution and/or import of food, and also includes food services, catering services, sale of food or
food ingredients, through the medium of e-commerce. The e-commerce FBOs must comply with, inter alia, rules on listing and
delisting of FBOs on their platform, display of information regarding food items available for order on their websites as well
as expiry dates of pre-packaged food items.
In exercise of powers under the FSSA, FSSAI has framed, inter alia, the Food Safety and Standard Rules, 2011 (“FSSR”). The
FSSR sets out the enforcement structure of ‘commissioner of food safety’, ‘food safety officer’ and ‘food analyst’ and
procedures of taking extracts of books of accounts and other relevant documents, seizure of food articles, sampling of food
articles and analysis.
According to the Food Safety and Standards (Licensing and Registration of Food Business) Amendment Regulations, 2018, an
ecommerce FBO (which includes sellers and brand owner who display or offer their food products, through ecommerce, and
providers of transportation services for the food products and/or providing last mile delivery transportation to the end
consumers), is required to obtain central license from the concerned central licensing authority
Drugs and Cosmetics Act, 1940 (“DCA”) and the Drugs and Cosmetics Rules, 1945 (“DCA Rules”)
The DCA regulates the import, manufacture, distribution and sale of drugs and cosmetics and prohibits the import, manufacture
and sale of certain drugs and cosmetics which are, inter alia, misbranded, adulterated, spurious or harmful. The DCA Rules
specify the requirement of a license for the manufacture or sale of any drug or cosmetic including for the purpose of
examination, testing or analysis. It further mandates that every person holding a license must keep and maintain such records,
registers and other documents as may be prescribed which may be subject to inspection by the relevant authorities.
The Legal Metrology Act, 2009 (the “Legal Metrology Act”)
The Legal Metrology Act provides that the units of weights and measures must be in accordance with the metric system based
on the international system of units, and prohibits quotations made otherwise. The Legal Metrology (General) Rules, 2011,
which came into force on April 1, 2011, also provides detailed specifications of standard weights and measures and the standard
equipment. The Legal Metrology (Packaged Commodities) Rules, 2011, which also came into force on April 1, 2011, provide
the specification with respect to price, origin, expiry date and other details which are required to be mentioned on the label of
products. The Legal Metrology Act regulates the trade and commerce in weights and measures, and provides for the
appointment of a director, controller and other legal metrology officers, and empowers them to undertake inspection or
forfeiture to ensure compliance with its provisions. It provides for imposition of penalty on use of non-standard, or unverified
weights and measures, and for making any transaction, deal or contract in contravention of the standards weights and measures.
The Legal Metrology Act allows companies to nominate a person who will be held responsible for the breach of provisions of
this legislation.
Competition Act, 2002 (the “Competition Act”)
The Competition Act is an act to prevent practices having adverse effect on competition, to promote and sustain competition in
the Indian markets, to protect the interests of consumers and to ensure freedom of trade in India. The act deals with prohibition
of (i) certain agreements such as anti-competitive agreements and (ii) abuse of dominant position and regulation of
combinations. No enterprise or group shall abuse its dominant position in various circumstances as mentioned under the
Competition Act.
The prima facie duty of the Competition Commission of India (“Commission”) is to eliminate practices having adverse effect
on competition, promote and sustain competition, protect interests of consumers and ensure freedom of trade. The Commission
shall issue notice to show cause to the parties to combination calling upon them to respond within 30 days in case it is of the
opinion that there has been an appreciable adverse effect on competition in India. In case a person fails to comply with the
directions of the Commission and Director General (as appointed under Section 16(1) of the Competition Act), he shall be
punishable with a fine which may exceed to ₹100,000 for each day during such failure subject to maximum of ₹10,000,000, as
the Commission may determine.
Report of the Committee on Digital Competition Law, 2024 dated March 12, 2024 (the “Report”)
The Report targets framing ex-ante anti-trust regulations for large players operating in digital markets. The Committee has
opined that the current ex-post model of regulation under the Competition Act, 2002, by design, involves fact-finding and
inquiry processes, which are time-consuming resulting in protracted enforcement proceedings that hinder early detection and
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redressal. The Committee has accordingly proposed, inter alia, the introduction of a Digital Competition Act with ex-ante
measures (a form of financial analysis that uses forecasting or predictions for future events as against the prevailing practice of
ex-post framework under the Competition law) and regulation of digital enterprises with ‘significant presence’. The Report is
currently pending receipt of stakeholder comments.
Laws relating to foreign investment
Foreign investment in India is governed by the provisions of FEMA Rules along with the Consolidated FDI Policy issued by
the Department for Promotion of Industry and Internal Trade (“DPIIT”), from time to time. Further, the RBI has enacted the
Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 which regulates
the mode of payment and reporting requirements for investments in India by a person resident outside India. The DPIIT on
October 29, 2020 has issued the consolidated Foreign Direct Investment Policy of 2020, which lays down certain guidelines
and conditions for foreign direct investment in various sectors.
The FDI Policy provides that up to 100% foreign investment under the automatic route is currently permitted for our Company
and its Subsidiaries.
Laws relating to intellectual property
The Trademarks Act, 1999 (the “Trademarks Act”)
The Trademarks Act governs the statutory protection of trademarks and prevention of the use of fraudulent marks in India. It
provides for the application and registration of trademarks in India. It also provides for exclusive rights to marks such as brand,
label and heading, and to obtain relief in case of infringement for commercial purposes as a trade description. Under the
provisions of the Trade Marks Act, an application for trade mark registration may be made with the Controller General of
Patents, Designs and Trademarks by any person or persons claiming to be the proprietor of a trade mark, whether individually
or as joint applicants, and can be made on the basis of either actual use or intention to use a trade mark in the future. Once
granted, a trademark registration is valid for 10 years unless cancelled, subsequent to which, it can be renewed. If not renewed,
the trademark lapses and the registration is required to be restored to gain protection under the provisions of the Trademarks
Act. The Trademarks Act prohibits registration of deceptively similar trademarks and provides penalties for infringement,
falsifying or falsely applying for trademarks. Further, pursuant to the notification of the Trademarks (Amendment) Act, 2010,
simultaneous protection of trademark in India and other countries has been made available to owners of Indian and foreign
trademarks. It also seeks to simplify the law relating to the transfer of ownership of trademarks by assignment or transmission
and to bring the law in line with international practices.
The Patents Act, 1970 (“Patents Act”)
The Patents Act recognises both product and process patents and prescribes eligibility criteria for grant of patents, including
the requirement that an invention must satisfy the requirements of novelty, utility and non-obviousness in order for it to avail
patent protection. The term of a patent under the Patents Act is twenty years from the date of filing an application for the patent.
The Copyright Act, 1957
The Copyright Act, 1957, along with the Copyright Rules, 2013 (“Copyright Laws”) governs copyright protection in India. A
registration under the Copyright Laws acts as prima facie evidence of the particulars entered therein and helps expedite
infringement proceedings and reduce delay caused due to evidentiary considerations. The Copyright Laws prescribe a fine,
imprisonment or both for violations, with enhanced penalty on second or subsequent convictions.
Indian Standard (IS) 19000:2022 ‘Online Consumer Reviews – Principles and Requirements for their Collection,
Moderation and Publication’ (“Framework”)
The Framework was adopted by the Bureau of Indian Standards to ensure that review sites are managed in a way that builds
public trust in the accuracy of consumer reviews. The Framework applies to any organisation that publishes consumer reviews
online. This includes sellers or suppliers who collect reviews from customers, third parties contracted by the sellers or suppliers
to sell their products and services, and independent third parties. The Framework sets out a set of guiding principle which shall
govern every organisation that it governed by the Framework. The Framework requires every review site to publish a set of
terms and conditions for review authors to follow. Such terms and conditions should be easily accessible to and accepted by all
review authors prior to submitting a review. Further, amongst other things, the Framework sets out certain data protection
measures to be undertaken by such organisations, certain guidelines on the collection of solicited and unsolicited consumer
reviews and certain factors to be considered for the submission, publishing and display of reviews.
Shops and establishments legislations
Under the provisions of local shops and establishments legislations applicable in the states in India where our establishments
are set up and business operations exists, such establishments are required to be registered. Such legislations regulate the
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working and employment conditions of the workers employed in shops and establishments, including commercial
establishments, and provide for fixation of working hours, rest intervals, overtime, holidays, leave, termination of service,
maintenance of records, maintenance of shops and establishments and other rights and obligations of the employers and
employees. These shops and establishments acts, and the relevant rules framed thereunder, also prescribe penalties in the form
of monetary fine or imprisonment for violation of provisions, as well as procedures for appeal in relation to such contravention
of the provisions.
Delhi Motor Vehicle Aggregator and Delivery Service Provider Scheme, 2023 (the “Scheme")
The Scheme has set a timeline for fleet aggregators as well as the delivery service providers in the state of Delhi to ensure a
phased conversion to electric mobility by 2030. The scheme also sets the stage for licensing of aggregators providing passenger
transport services and delivery services. All existing or new operators must obtain a license within 90 days of the scheme’s
notification or before commencing operations. Licenses will be valid for five years, with annual fees applicable, and zero fees
in case of electric vehicles. For delivery service providers, 10% two-wheelers and three-wheelers (for transporting goods) and
5% of four-wheelers (for transporting goods) in a new fleet must be EVs within first six months after the notification of the
scheme. All two-wheelers and three-wheelers must be electrified within four years and all four-wheelers within five years (i.e.,
April 1, 2030).
Laws relating to labour and employment
The Factories Act, 1948 (“Factories Act”)
The term ‘factory’, as defined under the Factories Act, includes any premises which employs or has employed on any day in
the previous 12 months, 10 or more workers and in which any manufacturing process is carried on with the aid of power or is
ordinarily so carried on, or any premises wherein 20 or more workmen are working or were working at any day during the
preceding 12 months and in which any manufacturing process is carried on without the aid of power or is ordinarily so carried
on. State Governments have issued rules in respect of the prior submission of plans and their approval for the establishment of
factories and registration and licensing of factories. The Factories Act mandates the ‘occupier’ of a factory to ensure the health,
safety and welfare of all workers in the factory premises. Further, the ‘occupier’ of a factory is also required to ensure (i) the
safety and proper maintenance of the factory such that it does not pose health risks to persons in the factory premises; (ii) the
safe use, handling, storage and transport of factory articles and substances; (iii) provision of adequate instruction, training and
supervision to ensure workers’ health and safety; and (iv) cleanliness and safe working conditions in the factory premises. If
there is a contravention of any of the provisions of the Factories Act or the rules framed thereunder, the occupier and manager
of the factory may be punished with imprisonment or with a fine or with both.
The various other labour and employment-related legislations (and rules issued thereunder) that may apply to our operations,
from the perspective of protecting the workers’ rights and specifying registration, reporting and other compliances, and the
requirements that may apply to us, would include the following:
(a) Minimum Wages Act, 1948;
(b) Payment of Bonus Act, 1965;
(c) Payment of Gratuity Act, 1972;
(d) Payment of Wages Act, 1936;
(e) Maternity Benefit Act, 1961;
(f) Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;
(g) National and Festival Holiday Acts (as applicable);
(h) Labour Welfare Fund Acts (as applicable);
(i) Rights of Persons with Disabilities Act, 2016;
(j) Employees’ Compensation Act, 1923;
(k) Equal Remuneration Act, 1976;
(l) Employees’ State Insurance Act, 1948;
(m) Employees’ Provident Funds and Miscellaneous Provisions Act, 1952;
(n) The Code on Wages, 2019(1);
(o) The Occupational Safety, Health and Working Conditions Code, 2020(2);
(p) The Industrial Relations Code, 2020(3);
(q) The Code on Social Security, 2020(4);
(r) The Contract Labour (Regulation & Abolition) Act, 1970;
(s) The Child Labour (Prohibition and Regulation) Act, 1986; and
(t) The Apprentices Act, 1961.
(1) The GoI enacted ‘The Code on Wages, 2019’ which received the assent of the President of India on August 8, 2019. Through its notification dated
December 18, 2020, the GoI brought into force Sections 42(1), 42(2), 42(3), 42(10), 42(11), 67(ii)(s), 67(ii)(t) (to the extent that they relate to the Central
Advisory Board) and Section 69 (to the extent that it relates to Sections 7, 9 (to the extent that they relate to the GoI and Section 8 of the Minimum Wages
Act, 1948) and of the Code on Wages, 2019. The remaining provisions of this code will be brought into force on a date to be notified by the GoI. It
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proposes to subsume four separate legislations, namely, the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus Act,
1965 and the Equal Remuneration Act, 1976.
(2) The GoI enacted ‘The Occupational Safety, Health and Working Conditions Code, 2020’ which received the assent of the President of India on September
28, 2020. The provisions of this code will be brought into force on a date to be notified by the GoI. It proposes to subsume several separate legislations,
including the Factories Act, 1948, the Contract Labour(Regulation and Abolition) Act, 1970, the Inter-State Migrant Workmen (Regulation of
Employment and Conditions of Service) Act, 1979 and the Building and Other Construction Workers (Regulation of Employment and Conditions of
Service) Act, 1996.
(3) The GoI enacted ‘The Industrial Relations Code, 2020’ which received the assent of the President of India on September 28, 2020. The provisions of this
code will be brought into force on a date to be notified by the GoI. It proposes to subsume three separate legislations, namely, the Industrial Disputes
Act, 1947, the Trade Unions Act, 1926 and the Industrial Employment (Standing Orders) Act, 1946.
(4) The GoI enacted ‘The Code on Social Security, 2020’ which received the assent of the President of India on September 28, 2020. While Section 142 has
been brought into force on May 3, 2021, the rest of the provisions of this code will be brought into force on a date to be notified by the GoI. It proposes
to subsume several separate legislations including the Employee’s Compensation Act, 1923, the Employees’ State Insurance Act, 1948, the Employees’
Provident Funds and Miscellaneous Provisions Act, 1952, the Maternity Benefit Act, 1961, the Payment of Gratuity Act, 1972, the Building and Other
Construction Workers’ Welfare Cess Act, 1996 and the Unorganised Workers’ Social Security Act, 2008.
Laws relating to environment
The major statutes in India which seek to regulate and protect the environment against pollution related activities in India
include the Water (Prevention and Control of Pollution) Act, 1974, the Air (Prevention and Control of Pollution) Act, 1981, the
Environment Protection Act, 1986 and Plastic Waste Management Rules, 2016. We are subject to various environment
regulations as the operation of our establishments might have an impact on the environment in which they are situated. The
basic purpose of the statutes given below is to control, abate and prevent pollution. In order to achieve these objectives, Pollution
Control Boards (“PCBs”), which are vested with diverse powers to deal with water and air pollution, have been set up in each
state. The PCBs are responsible for setting the standards for maintenance of clean air and water, directing the installation of
pollution control devices in industries and undertaking inspection to ensure that industries are functioning in compliance with
the standards prescribed. These authorities also have the power of search, seizure and investigation. All industries are required
to obtain consent orders from the PCBs, which are indicative of the fact that the industry in question is functioning in compliance
with the pollution control norms. These consent orders are required to be kept renewed.
Laws relating to taxation
In addition to the aforementioned material legislations which are applicable to our Company, some of the tax legislations that
may be applicable to the operations of our Company include:
(a) Income Tax Act 1961, the Income Tax Rules, 1962, as amended by the Finance Act in respective years;
(b) Central Goods and Services Tax Act, 2017, Integrated Goods and Services Tax Act, 2017 and the various state-wise
legislations made thereunder;
(c) The Integrated Goods and Service Tax Act, 2017;
(d) State-wise legislations in relation to professional tax; and
(e) Indian Stamp Act, 1899 and various state-specific legislations made thereunder.
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HISTORY AND CERTAIN CORPORATE MATTERS
Brief History of our Company
Our Company was incorporated as ‘Bundl Technologies Private Limited’ as a private limited company under the Companies
Act, 1956, pursuant to the certificate of incorporation dated December 26, 2013, issued by the Registrar of Companies, Andhra
Pradesh at Hyderabad. Subsequent to a change in our registered office from the state of Andhra Pradesh to the state of Karnataka
pursuant to the Board resolution dated November 2, 2015, and the special resolution passed by our Shareholders on December
11, 2015, a fresh certificate of registration dated September 19, 2016, was issued by the Registrar of Companies, Karnataka at
Bengaluru. Our Company changed its name to “Swiggy Private Limited” pursuant to the Board resolution dated January 25,
2024, and the special resolution dated February 19, 2024, further to which a fresh certificate of incorporation dated April 1,
2024 was issued by the RoC, CPC. Our Company was subsequently converted into a public limited company pursuant to the
Board resolution dated February 14, 2024 and special resolution passed by our Shareholders on February 19, 2024 and the name
of our Company was changed to ‘Swiggy Limited’. A fresh certificate of incorporation dated April 10, 2024 was accordingly
issued by the RoC, CPC.
Changes in the Registered Office
Except as disclosed below, there has been no change in the registered office of our Company since the date of incorporation:
Effective date of Details of change in the registered office Reasons for change in the
change registered office
August 5, 2016 The registered office of our Company was shifted from the state of Andhra To improve co-ordination and
Pradesh at 11-25-15, K.T. Road, Vijayawada 520 001, Andhra Pradesh, India communication between corporate,
to the state of Karnataka at 3rd floor (internally designated as 4th floor), Maruthi marketing and site offices and to
Chambers, Survey No 17/9B, Roopena Agrahara, Bangalore 560 068, carry its business more efficiently
Karnataka, India and economically
December 1, 2019 The registered office of our Company was shifted from 3rd floor (internally Increase in operational efficiency
designated as 4th floor), Maruthi Chambers, Survey No 17/9B, Roopena
Agrahara, Bangalore 560 068, Karnataka, India to No. 55 Sy No.8-14, Ground
Floor, I&J Block, Embassy Tech Village, Outer Ring Road, Devarbisanahalli,
Bengaluru 560 103, Karnataka, India
Main objects of our Company
The main objects contained in our MoA are as follows:
“1. To carry on the business or profession of providing a platform, technology and/or other mechanism/services including
known or unknown technology to facilitate transactions, commerce, electronic commerce, mobile commerce, any type of
commerce whether between businesses or individual consumers or business and consumers and to undertake any activity which
is incidental and ancillary thereto, including without limitation to providing support services in respect of warehousing,
logistics, order fulfilment, call centre, payment collection and other services, to provide all kinds of technical support and web
support including back office support for merchants and suppliers and undertaking customer relationship management.
2. To provide, develop, establish, run, manage, operate courier services or logistic services and manifestation for collecting
and delivering whether by own arrangements, engaging third parties or through agents any, goods, articles or other things
including but not limited to food and beverages on behalf of merchants/customers from one place to another in India or abroad
and to act as an agent, concessionaires, franchisee, booking agents for all types of courier activities. To carry on the business
of clearing and forwarding agents, courier and cargo handlers, handling and haulage contractors, warehousemen, common
carriers by land, rail, water and air, container agents, to handle goods and documents within the country and outside and to
act as harbingers, landing agents, stevedores and longshoremen. To carry on the business of providing logistics services,
material management, transportation, warehousing distribution and marketing of goods and to provide storage and protection
of goods against rain, fire and other natural or manmade calamities.
3. To set up infrastructure for manufacturing of food and beverages either directly or through any third party and to do all such
activities as are incidental or conducive to the attainment of the object of the establishment and operation thereof.
4. To carry on the business of trading to provide food and beverages to the consumers and to act as manufacturers, distributors
and dealers of ready to serve food, subject to receipt of requisite approvals from the concerned regulatory authorities.”
The main objects as contained in our MoA enable our Company to carry on the business presently being carried out and
proposed to be carried out.
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Amendments to our MoA in the last 10 years
The amendments to our MoA in the last 10 years are set out below:
Date of Shareholders’ Details of the amendments
resolution
January 20, 2015 Clause V of the MoA was amended to reflect the increase in the authorized share capital of our Company
from ₹500,000 consisting of 50,000 equity shares of face value of ₹10 each to ₹1,200,000 consisting of
50,000 equity shares of face value of ₹10 each and 7,000 preference shares of face value of ₹100 each
April 20, 2015 Clause V of the MoA was amended to reflect the increase in the authorized share capital of our Company
from ₹1,200,000 consisting of 50,000 equity shares of face value of ₹10 each and 7,000 preference shares
of face value of ₹100 each to ₹3,700,000 consisting of 50,000 equity shares of face value of ₹10 each and
32,000 preference shares of face value of ₹100 each
May 19, 2015 Clause 5th of the MoA was amended to reflect the sub-division of the authorized share capital of our
Company from ₹3,700,000 consisting of 50,000 equity shares of face value of ₹10 each and 32,000
preference shares of face value of ₹100 each to ₹3,700,000 consisting of 500,000 equity shares of face
value of ₹1 each, 61,440 Series A CCPS and 258,560 Series B CCPS
December 11, 2015 Clause 2nd of the MoA was amended to reflect the shifting of the registered office from the state of Andhra
Pradesh, India to the state of Karnataka, India
December 15, 2015 Clause 5th of the MoA was amended to reflect the reclassification of the authorized share capital of our
Company from ₹3,700,000 consisting of 500,000 Equity Shares, 61,440 Series A CCPS and 258,560 Series
B CCPS to ₹3,700,000 consisting of 500,000 Equity Shares, 61,440 Series A CCPS, 85,000 Series B CCPS
and 173,560 Series C CCPS
September 1, 2016 Clause 5th of the MoA was amended to reflect the reclassification of the authorized share capital of our
Company from ₹3,700,000 consisting of 500,000 Equity Shares, 61,440 Series A CCPS, 85,000 Series B
CCPS and 173,560 Series C CCPS to 3,700,000 consisting of 500,000 Equity Shares, 61,440 Series A
CCPS, 85,000 Series B CCPS, 111,766 Series C CCPS and 61,794 Series D CCPS
May 26, 2017 Clause 5th of the MoA was amended to reflect the increase in and reclassification of the authorized share
capital of our Company from ₹3,700,000 consisting of 500,000 Equity Shares, 61,440 Series A CCPS,
85,000 Series B CCPS, 111,766 Series C CCPS and 61,794 Series D CCPS to ₹4,409,660 consisting of
500,000 Equity Shares, 61,440 Series A CCPS, 85,000 Series B CCPS, 111,766 Series C CCPS, 29,800
Series D CCPS and 102,960 Series E CCPS
January 11, 2018 Clause 5th of the MoA was amended to reflect the increase in and reclassification of the authorized share
capital of our Company from ₹4,409,660 consisting of 500,000 Equity Shares, 61,440 Series A CCPS,
85,000 Series B CCPS, 111,766 Series C CCPS, 29,800 Series D CCPS and 102,960 Series E CCPS to
₹5,212,560 consisting of 500,000 Equity Shares, 61,440 Series A CCPS, 85,000 Series B CCPS, 111,766
Series C CCPS, 29,800 Series D CCPS, 102,960 Series E CCPS and 80,290 Series F CCPS
June 13, 2018 Clause 5th of the MoA was amended to reflect the increase in and reclassification of the authorized share
capital of our Company from ₹5,212,560 consisting of 500,000 Equity Shares, 61,440 Series A CCPS,
85,000 Series B CCPS, 111,766 Series C CCPS, 29,800 Series D CCPS, 102,960 Series E CCPS and
80,290 Series F CCPS to ₹6,401,060 consisting of 500,000 Equity Shares, 61,440 Series A CCPS, 85,000
Series B CCPS, 111,766 Series C CCPS, 29,800 Series D CCPS, 102,960 Series E CCPS, 80,290 Series F
CCPS and 118,850 Series G CCPS
December 21, 2018 Clause 5th of the MoA was amended to reflect the increase in and reclassification of the authorized share
capital of our Company from ₹6,401,060 consisting of 500,000 Equity Shares, 61,440 Series A CCPS,
85,000 Series B CCPS, 111,766 Series C CCPS, 29,800 Series D CCPS, 102,960 Series E CCPS, 80,290
Series F CCPS and 118,850 Series G CCPS to ₹8,878,560 consisting of 500,000 Equity Shares, 61,440
Series A CCPS, 85,000 Series B CCPS, 111,766 Series C CCPS, 29,800 Series D CCPS, 102,960 Series
E CCPS, 80,290 Series F CCPS, 118,850 Series G CCPS and 247,750 Series H CCPS
March 27, 2019 Clause 3rd of the MoA was amended and substituted with the following:
“(A) THE MAIN OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION
1. To carry on the business or profession of providing a platform, technology and/or other
mechanism/services including known or unknown technology to facilitate transactions, commerce,
electronic commerce, mobile commerce, any type of commerce whether between businesses or
individual consumers or business and consumers and to undertake any activity which is incidental and
ancillary thereto, including without limitation to providing support services in respect of warehousing,
logistics, order fulfilment, call centre, payment collection and other services, to provide all kinds of
technical support and web support including back office support for merchants and suppliers and
undertaking customer relationship management.
2. To provide, develop, establish, run, manage, operate courier services or logistic services and
manifestation for collecting and delivering whether by own arrangements, engaging third parties or
through agents any, goods, articles or other things including but not limited to food and beverages on
behalf of merchants/customers from one place to another in India or abroad and to act as an agent,
concessionaires, franchisee, booking agents for all types of courier activities. To carry on the business
of clearing and forwarding agents, courier and cargo handlers, handling and haulage contractors,
warehousemen, common carriers by land, rail, water and air, container agents, to handle goods and
documents within the country and outside and to act as harbingers, landing agents, stevedores and
longshoremen. To carry on the business of providing logistics services, material management,
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Date of Shareholders’ Details of the amendments
resolution
transportation, warehousing distribution and marketing of goods and to provide storage and
protection of goods against rain, fire and other natural or manmade calamities.
3. To set up infrastructure for manufacturing of food and beverages either directly or through any third
party and to do all such activities as are incidental or conducive to the attainment of the object of the
establishment and operation thereof.
4. To carry on the business of trading to provide food and beverages to the consumers and to act as
manufacturers, distributors and dealers of ready to serve food, subject to receipt of requisite
approvals from the concerned regulatory authorities.
(B) THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS
ARE:
1. To negotiate, enter in agreements and contracts with Companies, Firms and individuals for
technical assistance, know-how, secret formula, design and technical and financial assistance in
the marketing importing and exporting of any or all of the aforesaid lines.
2. To apply for and assistance either technical or financial from Government and other organizations.
Companies, Firms or Individuals, National or International for developing all or any of the
business of the Company, upon such terms and conditions as are provided in the Articles of
Association of the Company.
3. To apply for purchase or otherwise acquire or develop, any patents, brevetted, Invention, licenses,
concessions and the like, conferring and exclusive or limited rights to use or any secret or other
information to any invention which may seem capable of being used for any of the purposes of the
company, the acquisition of which may seem calculated directly or indirectly to benefit the
Company, and to use, exercise, develop or grant licenses in respect of or otherwise turn to account
the property, rights or information so acquired, and to spend money in experimenting upon, testing
or improving any such patents, inventions or rights.
4. To draw, make accept, endorse, discount, execute and issue promissory notes, cheques, bills of
exchange, bills of lading warrants, debentures, and other negotiable or transferable instruments
but not to do any banking business as defined in the Banking Regulations Act, 1949.
5. To amalgamate, enter into partnership, or into any arrangement for sharing profits, union of
interest, co-operation, joint ventures or reciprocal concession or for limiting competition with any
person or Company carrying on or engaged in (about to carry on engage in) any business or
transactions which the Company is authorised to carry on or engage in or which can be carried on
in conjunction therewith or which is capable of being conducted so as to directly or indirectly
benefit the company.
6. To purchase or otherwise acquire, sell dispose of or let on hire, and deal in movable and immovable
property of all kinds, and in particular lands, buildings machinery, plant, warehouse, workshops,
business concerns, and undertakings, mortgages, charges, immunities, patents copy rights,
licenses, shares, stocks, debentures, securities concessions, options, produce policies and book
debts and claims and any interest in immovable or movable property and any claims against such
property or any person or Company and to carry on any business concern or undertaking so
acquired.
7. To enter into any arrangements with any Governments or Authorities (supreme, municipal, local
panchayat or otherwise) or any Corporations, Companies or persons that may seem conductive to
the attainment of the Company’s objects or any of them or persons any charters, contracts, decrees,
rights, privileges and concessions which the Company may think desirable and to carryout
exercises, and comply with such charters, contracts, decrees, rights privileges and concessions any
imposition or alternation or cancellation of, any taxes or duties or tariff which may seem or be
calculated directly or indirectly to prejudice the Company’s interest.
8. To promote any Company or Companies for the purpose of acquiring all or any of the property,
rights and liabilities of the Company or for any other purpose, which may seem directly or
indirectly calculated to benefit this Company.
9. To facilitate and encourage and assist in the creation, issues or conversion of debentures, bonds,
obligated shares, stock and securities and to act as trustees in connection with any securities and
take part in the conversion of business concerns and undertaking into Companies to carry on all
kinds of promotion of business and in particular to form, constitute, float assist and control any
Companies, Associations or Undertakings whatsoever.
10. To undertake and execute any trusts the undertaking whereof may seem desirable and also
undertake the office of the executor, administrator, receiver, treasurer, registrar, and to keep for
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Date of Shareholders’ Details of the amendments
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any Company, Government Authority or Body any register relating to any stocks, funds or share
or securities or to undertake and duties any relation to the register of transfers the issue of
certificates otherwise.
11. To amalgamate with any other Company whose objects include objects similar to those of this
Company whether by sale or purchase (for full or partly paid up shares or otherwise) off the
undertaking subject to the liabilities on this or any such other Company as aforesaid, with or
without winding up by sale or purchase (for full or partly paid up shares or otherwise) of all or a
controlling interest in the shares or stock of this or any such other Company as aforesaid or by
partnership or any arrangement of the nature of the partnership or in any other manner.
12. To sell, exchange, mortgage, charge, develop, let on hire, or dispose of the undertaking property
and assets of the Company or any part thereof in such manner and for such consideration as the
directors think fit, and in particular for shares (whether fully or partly paid-up) debentures or
securities of any other Company having objects altogether or in part similar to those of this
Company.
13. To pay all the costs, charges and expenses of and incidental to the promotion formation,
registration and establishment of the Company and the issue of its capitals including undertaking
or other commissions Broker’s fees and charges in connection therewith and to remunerate or
make donations by cash or other assets or by the allotment of fully or partly paid up shares or by
a call or option on shares, debentures, debenture stocks or security of this or any other Company
or in any other manner out of Company’s capitals or profits or otherwise to any person or persons
or services rendered or to be rendered in introducing any property or business to the Company or
in placing or assisting to place or guaranteeing the subscriptions of any shares, debentures,
debenture stock or other securities of any other Company or for any other reason which the
Company may think proper.
14. Subject to the provisions of Act, to borrow or raise money or receive money on deposit merely for
the purpose of financing the business of the Company either without security or secured by liquid
or fixed assets perpetual or terminable and payable or otherwise and issue at par or at a premium
or discount or by mortgage, hypothecation; pledge or other security charges on the undertaking or
on all or any of the assets present or future of the Company including uncalled capital.
15. To provide for the welfare of the Directors, ex-Directors and employees or ex-employees of the
Company or its predecessors in business and wives, widow and families or the dependents or
relations of such persons by building or contributing for the building of house, dwellings, or by
grants of money pensions, allowances, bonus, payments towards insurance or other payment, or
by creating and from time to time contributing or subscribing or aiding or conveniences and by
providing or subsidising towards places or instruction, recreation, hospital and dispensaries,
medical and other attendance and other assistance as the Company shall think fit and subscribe or
contribute or otherwise assist or to guarantee money to charitable benevolent, religious scientific,
national or other institution or objects or for any public, general or useful objects.
16. To obtain in India, circulation assets and land and building for the Company on payment in cash
and partly on credit or on cash and to enter into an agreement for acquiring the same on such
terms of credit as on considered suitable undertaking therein to pay in differed lump sums or
installments. The cost together interest; if necessary and to arrange for requisite security or
guarantee thereof for the supplies of such plants and machineries and fixed and circulating assets.
17. Subject to provisions of the Act, to indemnify members, officers, managers, secretaries, auditors,
servants, and menials of the Company against proceedings, costs, damages claims and demands in
respect of anything done or ordered to be done by them for and in the interest of the Company, or
for any loss or misfortune whatever which shall all happen in the evacuation of the duties or their
officers, in relation thereto.
18. To mortgage and charge the undertaking and all or any of the real and personal property and
assets present or future and all or any of the uncalled capital for the time being of the Company,
and to issue at par or at a premium or discount, and for such consideration and with such rights,
powers and privileges as may be though fit, debentures or mortgage debentures and either
permanent or redeemable or repayable, and either permanent or redeemable or repayable, and
collaterally or further to secure any securities of the Company by a trust deed or other assurance.
19. Subject to the provisions of the Companies Act, 2013 to remunerate any persons, including
Directors or any firm or corporation or any employee of the Company whether by cash payment
or by giving to him or them a commission on the profits of any particular transaction of a share in
general profits of the company or by allotment to him or them of shares of securities of the Company
credited as paid up in full or part or otherwise, for any service rendered to the Company.
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Date of Shareholders’ Details of the amendments
resolution
20. Subject to the provisions of the Act to receive money on deposit at interest or otherwise and to lend
money with or without security to such persons, firm or Company on such terms as may seen
expedient, and in particular to customers and others having dealings with the Company and to
guarantee the performance of contracts by any such persons, firm or Company but the Company
shall not do any banking business, as defined in the Banking Regulation Act, 1949.
21. To distribute in species any properties of the Company among the members as may be permissible
in law’ upon winding up.
22. To guarantee the payment of any debts or the performance of any contract or obligation of any
company or association or undertaking or of any person and to give indemnities of all kinds and
to secure any such guarantee and any such indemnity in any manner and in particular (without
limitation) either with or without the Company receiving any consideration or benefit by the
creation of charges or mortgages (whether legal or equitable) or floating charges or the issue of
debentures charged upon all or any of the undertaking, assets, property, rights, goodwill and
revenues of the Institute both present and future.”
February 11, 2020 Clause 5th of the MoA was amended to reflect the increase in and alteration of the authorized share capital
of our Company from ₹8,878,560 consisting of 500,000 Equity Shares, 61,440 Series A CCPS, 85,000
Series B CCPS, 111,766 Series C CCPS, 29,800 Series D CCPS, 102,960 Series E CCPS, 80,290 Series F
CCPS, 118,850 Series G CCPS and 247,750 Series H CCPS to ₹9,428,560 consisting of 500,000 Equity
Shares, 61,440 Series A CCPS, 85,000 Series B CCPS, 111,766 Series C CCPS, 29,800 Series D CCPS,
102,960 Series E CCPS, 80,290 Series F CCPS, 118,850 Series G CCPS, 247,750 Series H CCPS, 34,078
Series I CCPS and 20,922 unclassified shares of face value of ₹10 each
March 12, 2020 Clause 5th of the MoA was amended to reflect the reclassification of the authorized share capital of our
Company from ₹9,428,560 consisting of 500,000 Equity Shares, 61,440 Series A CCPS, 85,000 Series B
CCPS, 111,766 Series C CCPS, 29,800 Series D CCPS, 102,960 Series E CCPS, 80,290 Series F CCPS,
118,850 Series G CCPS, 247,750 Series H CCPS, 34,078 Series I CCPS and 20,922 unclassified shares of
face value of ₹10 each to ₹9,428,560 consisting of 500,000 Equity Shares, 61,440 Series A CCPS, 85,000
Series B CCPS, 111,766 Series C CCPS, 29,800 Series D CCPS, 102,960 Series E CCPS, 80,290 Series F
CCPS, 118,850 Series G CCPS, 247,750 Series H CCPS, 47,035 Series I CCPS and 7,965 unclassified
shares of face value of ₹10 each
May 11, 2020 Clause 5th of the MoA was amended to reflect the reclassification of the authorized share capital of our
Company from ₹9,428,560 consisting of 500,000 Equity Shares, 61,440 Series A CCPS, 85,000 Series B
CCPS, 111,766 Series C CCPS, 29,800 Series D CCPS, 102,960 Series E CCPS, 80,290 Series F CCPS,
118,850 Series G CCPS, 247,750 Series H CCPS, 47,035 Series I CCPS and 7,965 unclassified shares of
face value of ₹10 each to ₹9,428,560 consisting of 500,000 Equity Shares, 61,440 Series A CCPS, 85,000
Series B CCPS, 111,766 Series C CCPS, 29,800 Series D CCPS, 102,960 Series E CCPS, 80,290 Series F
CCPS, 118,850 Series G CCPS, 247,750 Series H CCPS, 47,637 Series I CCPS and 7,363 unclassified
shares of face value of ₹10 each
March 30, 2021 Clause 5th of the MoA was amended to reflect the increase in and reclassification of the authorized share
capital of our Company from ₹9,428,560 consisting of 500,000 Equity Shares, 61,440 Series A CCPS,
85,000 Series B CCPS, 111,766 Series C CCPS, 29,800 Series D CCPS, 102,960 Series E CCPS, 80,290
Series F CCPS, 118,850 Series G CCPS, 247,750 Series H CCPS, 47,637 Series I CCPS and 7,363
unclassified shares of face value of ₹10 each to ₹11,663,450 consisting of 500,000 Equity Shares, 61,440
Series A CCPS, 85,000 Series B CCPS, 111,766 Series C CCPS, 29,800 Series D CCPS, 102,960 Series
E CCPS, 80,290 Series F CCPS, 118,850 Series G CCPS, 247,750 Series H CCPS, 47,637 Series I CCPS,
133,357 Series I-2 CCPS and 97,495 Series J CCPS
April 21, 2021 Clause 5th of the MoA was amended to reflect the increase in the authorized share capital of our Company
from ₹11,663,450 consisting of 500,000 Equity Shares, 61,440 Series A CCPS, 85,000 Series B CCPS,
111,766 Series C CCPS, 29,800 Series D CCPS, 102,960 Series E CCPS, 80,290 Series F CCPS, 118,850
Series G CCPS, 247,750 Series H CCPS, 47,637 Series I CCPS, 133,357 Series I-2 CCPS and 97,495
Series J CCPS to ₹11,690,880 consisting of 500,000 Equity Shares, 61,440 Series A CCPS, 85,000 Series
B CCPS, 111,766 Series C CCPS, 29,800 Series D CCPS, 102,960 Series E CCPS, 80,290 Series F CCPS,
118,850 Series G CCPS, 247,750 Series H CCPS, 47,637 Series I CCPS, 133,357 Series I-2 CCPS and
100,238 Series J CCPS
July 12, 2021 Clause 5th of the MoA was amended to reflect the increase in the authorized share capital of our Company
from to ₹11,690,880 consisting of 500,000 Equity Shares, 61,440 Series A CCPS, 85,000 Series B CCPS,
111,766 Series C CCPS, 29,800 Series D CCPS, 102,960 Series E CCPS, 80,290 Series F CCPS, 118,850
Series G CCPS, 247,750 Series H CCPS, 47,637 Series I CCPS, 133,357 Series I-2 CCPS and 100,238
Series J CCPS to ₹12,924,990 consisting of 500,000 Equity Shares, 61,440 Series A CCPS, 85,000 Series
B CCPS, 111,766 Series C CCPS, 29,800 Series D CCPS, 102,960 Series E CCPS, 80,290 Series F CCPS,
118,850 Series G CCPS, 247,750 Series H CCPS, 47,637 Series I CCPS, 133,357 Series I-2 CCPS, 100,238
Series J CCPS and 123,411 Series J-2 CCPS
November 30, 2021 Clause 5th of the MoA was amended to reflect the increase in the authorized share capital of our Company
from ₹12,924,990 consisting of 500,000 Equity Shares, 61,440 Series A CCPS, 85,000 Series B CCPS,
111,766 Series C CCPS, 29,800 Series D CCPS, 102,960 Series E CCPS, 80,290 Series F CCPS, 118,850
Series G CCPS, 247,750 Series H CCPS, 47,637 Series I CCPS, 133,357 Series I-2 CCPS, 100,238 Series
J CCPS and 123,411 Series J-2 CCPS to ₹165,263,030,990 consisting of 2,145,006,000 Equity Shares,
61,440 Series A CCPS, 85,000 Series B CCPS, 111,766 Series C CCPS, 29,800 Series D CCPS, 102,960
Series E CCPS, 80,290 Series F CCPS, 118,850 Series G CCPS, 247,750 Series H CCPS, 47,637 Series I
243
Date of Shareholders’ Details of the amendments
resolution
CCPS, 133,357 Series I-2 CCPS, 100,238 Series J CCPS, 123,411 Series J-2 CCPS and 163,105,600 Bonus
CCPS
January 18, 2022 Clause 5th of the MoA was amended to reflect the increase in the authorized share capital of our Company
from ₹165,263,030,990 consisting of 2,145,006,000 Equity Shares, 61,440 Series A CCPS, 85,000 Series
B CCPS, 111,766 Series C CCPS, 29,800 Series D CCPS, 102,960 Series E CCPS, 80,290 Series F CCPS,
118,850 Series G CCPS, 247,750 Series H CCPS, 47,637 Series I CCPS, 133,357 Series I-2 CCPS, 100,238
Series J CCPS, 123,411 Series J-2 CCPS and 163,105,600 Bonus CCPS to ₹166,343,030,990 consisting
of 2,145,006,000 Equity Shares, 61,440 Series A CCPS, 85,000 Series B, 111,766 Series C CCPS, 29,800
Series D CCPS, 102,960 Series E CCPS, 80,290 Series F CCPS, 118,850 Series G CCPS, 247,750 Series
H CCPS, 47,637 Series I CCPS, 133,357 Series I-2 CCPS, 100,238 Series J CCPS, 123,411 Series J-2
CCPS, 163,105,600 Bonus CCPS and 108,000 Series K CCPS
August 14, 2023 Clause 5th of the MoA was amended to reflect the reclassification of the authorized share capital of our
Company from ₹166,343,030,990 consisting of 2,145,006,000 Equity Shares, 61,440 Series A CCPS,
85,000 Series B CCPS, 111,766 Series C CCPS, 29,800 Series D CCPS, 102,960 Series E CCPS, 80,290
Series F CCPS, 118,850 Series G CCPS, 247,750 Series H CCPS, 47,637 Series I CCPS, 133,357 Series
I-2 CCPS, 100,238 Series J CCPS, 123,411 Series J-2 CCPS, 163,105,600 Bonus CCPS and 108,000 Series
K CCPS to ₹166,343,030,990 consisting of 2,145,006,000 Equity Shares, 61,440 Series A CCPS, 85,000
Series B CCPS, 111,766 Series C CCPS, 29,800 Series D CCPS, 102,960 Series E CCPS, 80,290 Series F
CCPS, 118,850 Series G CCPS, 247,750 Series H CCPS, 47,637 Series I CCPS, 133,357 Series I-2 CCPS,
100,238 Series J CCPS, 123,411 Series J-2 CCPS, 162,997,600 Bonus CCPS, 108,000 Series K CCPS and
10,800,000 Series K1 CCPS
Clause 1st of our MoA was amended to reflect the change in the name of our Company from ‘Bundl
Technologies Private Limited’ to ‘Swiggy Private Limited’.
Clause 5th of the MoA was amended to reflect the increase in the authorized share capital of our Company
from ₹166,343,030,990 consisting of 2,145,006,000 Equity Shares, 61,440 Series A CCPS, 85,000 Series
B CCPS, 111,766 Series C CCPS, 29,800 Series D CCPS, 102,960 Series E CCPS, 80,290 Series F CCPS,
118,850 Series G CCPS, 247,750 Series H CCPS, 47,637 Series I CCPS, 133,357 Series I-2 CCPS, 100,238
Series J CCPS, 123,411 Series J-2 CCPS, 163,105,600 Bonus CCPS, 108,000 Series K CCPS and
February 19, 2024
10,800,000 Series K1 CCPS to ₹166,998,024,990 consisting of 2,800,000,000 Equity Shares, 61,440
Series A CCPS, 85,000 Series B CCPS, 111,766 Series C CCPS, 29,800 Series D CCPS, 102,960 Series
E CCPS, 80,290 Series F CCPS, 118,850 Series G CCPS, 247,750 Series H CCPS, 47,637 Series I CCPS,
133,357 Series I-2 CCPS, 100,238 Series J CCPS, 123,411 Series J-2 CCPS, 162,997,600 Bonus CCPS,
108,000 Series K CCPS and 10,800,000 Series K1 CCPS.
Clause 1st of our MoA was amended to reflect the change in the name of our Company from ‘Swiggy
Private Limited’ to ‘Swiggy Limited’ pursuant to the conversion of our Company into a public limited
company.
Major events and milestones of our Company
The table below sets forth the major events and milestones in the history of our Company:
Calendar Year Particulars
2013 Incorporation of our Company
2014 Launch of our Food Delivery business
2015 First major fund raise by our Company
2019 Expansion of the food delivery business to cover 500+ cities
2020 Launch of “Swiggy Instamart” and “Swiggy Genie”
2021 Launch of membership program, “Swiggy One”
2022 Acquisition the DineOut business and subsequent introduction of restaurant discovery, bookings and payments
services through our app for dine-in
2022 Expansion of Swiggy Instamart to cover 25 cities, 400+ Dark Stores and 8,400+ SKUs
2022 Launch of “Swiggy Minis”
2023 Launch of a Swiggy-HDFC Bank co-branded credit-card
2023 Acquisition of 100% stake in Lynks
2023 Launch of “Swiggy Mall”
2023 Expansion of EV fleet to 7,500 active electric vehicles
2024 SwiggyOne members crossed over 5.7 million members
2024 Crossed 110 million ever transacted users on our platforms
Awards, accreditations, and accolades received by our Company
The table below sets forth key awards, accreditations and accolades received by our Company:
Calendar Year Particulars
2017 Winner in the category of ‘Startup of the Year’ at The Economic Times Startup Awards 2017
2017 Winner of the Digital Solution of the Year Award 2017 Rank II at the Financial Express’ Express IT Awards
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Calendar Year Particulars
2019 Commended with “Exemplary Position” under the ‘E-Commerce Logistics’ category at the Confederation of Indian
Industry’s 2019 Supply Chain and Logistics Excellence Awards
2020 Winner of the “Outstanding Performance in Logistics & Supply Chain” award at the Confederation of Indian
Industry’s 2020 Supply Chain and Logistics Excellence Awards
2021 Winner at the 11th edition of the Aegis Graham Bell Awards 2020 in the category of ‘Innovation in Transport Tech’
2021 Received certificate of recognition at the AmbitionBox “Best Places to work in India” at the Employee Choice
Awards 2021
2021 Commended with “Excellent Position” under the ‘E-Commerce Logistics’ category at the Confederation of Indian
Industry’s 2021 Supply Chain and Logistics Excellence Awards
2022 Received certificate of recognition at the AmbitionBox “Best Places to work in India” at the Employee Choice
Awards 2022
2022 Winner in the ‘Best Employer Brand on LinkedIn – Between 1,000 and 5,000 Employees on LinkedIn’ category at
the LinkedIn Talent Award 2022
2023 Winner of the Cultimate Best Employer Brand 2023 Award
Time and cost over-runs
As on the date of this Prospectus, there have been no time and cost over-runs in respect of our business operations.
Defaults or re-scheduling, restructuring of borrowings with financial institutions/banks
There have been no defaults or re-scheduling/ re-structuring in relation to borrowings availed by our Company from any
financial institutions or banks.
Significant financial or strategic partners
As of the date of this Prospectus, our Company does not have any significant financial or strategic partners.
Launch of key products or services, entry into new geographies or exit from existing markets, capacity/ facility creation
or location of plants
For details of key products or services launched by our Company, entry into new geographies or exit from existing markets,
see “Our Business” and “- Major events and milestones of our Company” on pages 204 and 244, respectively.
Details regarding material acquisitions or divestments of business/ undertakings, mergers, amalgamations or any
revaluation of assets, in the last 10 years
There has neither been any material acquisition or divestment of any business or undertaking nor has the Company undertaken
any acquisition, slump sale, merger, amalgamation or revaluation of assets in the last 10 years. However, please see “Objects
of the Offer – 5. Funding inorganic growth through unidentified acquisitions and general corporate purposes” on page number
155 for details of acquisitions undertaken by us in the past three Financial Years that we have benefited significantly from.
Shareholders’ agreements and other agreements
Except as set out below, there are no arrangements or agreements, deeds of assignment acquisition agreements, shareholders’
agreements, inter-se agreements, agreements between our Company and our Shareholders, agreements of like nature and
clauses/covenants which are material to our Company.
All the terms defined below for a particular agreement shall be specific to the description of the agreements included in this
section.
Except as disclosed below and in this Prospectus, our Company has not entered into any material agreements which are
prejudicial to the interests of public shareholders and other than in the ordinary course of business, carried on or intended to be
carried on by our Company.
Except as disclosed below, there are no material covenants in any agreements or arrangements (specifically in relation to
primary or secondary transactions of the securities of our Company or financial arrangements relating to our Company) that we
are a party to.
Shareholders’ agreements
Shareholders’ agreement dated April 21, 2021 entered into by and between the SHA Parties and Rahul Jaimini, read with (i)
Series K DoA; (ii) TIL DoA; (iii) Series K-1 DoA; and (iv) 360 ONE DoA; as amended by the Amendment cum Waiver
Agreement dated April 26, 2024 (“Shareholders’ Agreement”)
245
The SHA Parties had entered into the Shareholders’ Agreement to record their mutual understanding with respect to inter alia,
their inter se rights and obligations in the management of the Company by virtue of them being Shareholders of the Company.
The Investors are entitled to certain rights under the Shareholders’ Agreement which include (i) restrictions on transfer of Equity
Shares inter alia the right of first offer, except as permitted under the Shareholders’ Agreement; (ii) anti-dilution protection;
(iii) liquidation preference; and (iv) information and inspection rights. Pursuant to the Series K DoA, TIL DoA, Series K-1
DoA and 360 ONE DoA, certain other Shareholders of our Company had agreed to accede to the Shareholders’ Agreement and
were granted the aforementioned rights.
Under the Shareholders’ Agreement, the parties thereof have certain rights with respect to the Equity Shares and our Company,
including, amongst others, as follows:
(1) Board of Directors: The parties have agreed that for so long as (i) Accel Entities (collectively) hold atleast 5% (five percent)
of the share capital of the Company on a fully diluted basis, they shall have the right to nominate and maintain 1 (one)
Director on the Board (“Accel Director”); (ii) MIH holds at least 5% (five percent) of the share capital of the Company on
a fully diluted basis, it shall have the right to nominate and maintain 2 (two) Directors on the Board (“MIH Director”);
and (iii) SoftBank holds at least 5% (five percent) of the share capital of the Company on a fully diluted basis, it shall have
the right to nominate and maintain 1 (one) Director on the Board (“SoftBank Director”). The Founders collectively have
the right to nominate 2 (two) Directors to the Board and so long as such Founders are employed with the Company, they
shall themselves be on the Board.
(2) Observer: Each investor holding at least 2.75% (two point seven five percent) of the share capital of the Company on a
fully diluted basis, shall have the right to appoint, remove and substitute 1 (one) observer to the Board from time to time.
(3) Indemnity: The Company shall indemnify and hold the Accel Director, MIH Director and SoftBank Director harmless from
all claims and liabilities to the maximum extent permitted under applicable laws. The Company and Founders have also
agreed that the Accel Director, MIH Director and Softbank Director shall, subject to applicable law, not be considered as
officers-in default of the Company and shall not be liable for any default or failure of the Company in the past or in the
future in complying with the provisions of any applicable law.
Additionally, pursuant to Shareholders’ Agreement, Investors holding a majority of the issued and outstanding preference shares
of the Company, have the right to request the Company to constitute the board of directors of any of the subsidiary in the same
manner as the Company. Accordingly, such Investors shall have the right to nominate on the board of directors of the subsidiary
in a manner similar to the rights as contemplated for nomination of directors in the Company. Furthermore, in the event that
any of the subsidiary is undertaking any activity mentioned in the reserved matter lists of the Shareholders’ Agreement, the
Company and Founders shall ensure that the consents, as required in the Shareholders’ Agreement are procured from the
requisite Investors.
In view of the Offer, the parties have entered into the Amendment cum Waiver Agreement with the objective of enabling
implementation of the Offer. Pursuant to the Amendment cum Waiver Agreement, parties have amended certain provisions of
the Shareholders’ Agreement and provided certain waivers and consents on some matters in relation to the Offer, including,
inter alia, (i) right to nominate Directors on the committees of the Board; (ii) waiver of right to appoint observers from the date
of filing of the RHP; (iii) waiver of information and inspection rights from the date of filing of the RHP; (iv) waiver of lock-in
restrictions on Founders; (v) waiver of right of first refusal and tag along right to the extent of proposed transfers in the Offer
for Sale; and (iv) the right to nominate 2 (two) Directors of the Founders, and so long as such Founders are employed with the
Company, they shall themselves be on the Board, shall be available only until the date of filing of the UDRHP-II.
On listing of the Equity Share pursuant to the IPO, the Company shall undertake to place the following provisions in its Articles
of Association for approval of its Shareholders through a special resolution:
(i) In relation to MIH:
(A) so long as it holds such number of Equity Shares aggregating to at least 5% (five percent) of the Equity Share capital
of the Company, it shall have a right to nominate 1 (one) Director to the Board of the Company.
(B) subject to the conditions provided in the Shareholders’ Agreement, so long as it continues to hold such number of
Equity Shares aggregating to at least 15% (fifteen percent) of the Equity Share capital of the Company, it shall have a
right to nominate 1 (one) additional Director in addition to (A), aggregating to 2 (two) Directors;
(C) in the event that MIH transfers its Equity Shares representing 10% (ten percent) or more of the Equity Share capital of
the Company, in either a single transaction or a series of transactions within a period of 6 (six) months, to any person,
who is not a prohibited party (as defined in the Amendment cum Waiver Agreement), MIH shall have the right to
transfer the right to nominate 1 (one) Director to the aforementioned person (“MIH Seat Holder”). It is clarified that
such right to nominate transferred to the MIH Seat Holder shall not be further transferable by the MIH Seat Holder to
any other person including its affiliates. It is further clarified that in the event that the MIH Seat Holder subsequently
246
or simultaneously, acquires further Equity Shares pursuant to which, MIH Seat Holder’s aggregate shareholding in the
Company represents 15% (fifteen percent) or more of the Equity Share capital of the Company, it shall not have the
right to nominate a Director under (iv);
(ii) Accel Entities shall, so long as they hold such number of Equity Shares aggregating to at least 5% (five percent) of the
Equity Share capital of the Company, collectively have a right to nominate 1 (one) Director;
(iii) SoftBank shall, so long as it holds such number of Equity Shares aggregating to at least 5% (five percent) of the Equity
Share capital of the Company, have a right to nominate 1 (one) Director;
(iv) Other than the Accel Entities, MIH, SoftBank and MIH Seat Holder, any person(s) who is not a prohibited party (as
defined in the Amendment cum Waiver Agreement) and holds such number of Equity Shares aggregating to at least
15% (fifteen percent) of the Equity Share capital of the Company, shall have the right to nominate 1 (one) Director;
and
(v) So long as: (A) Sriharsha Majety holds (a) atleast 67,704,848 Equity Shares of the Company (as proportionally revised
to reflect any reorganisations, bonus issuances, stock splits or similar actions); or (b) a “senior management” position
(as defined in SEBI Listing Regulations), he shall have the right to nominate himself to the Board; (B) Lakshmi Nandan
Reddy Obul (a) holds atleast 16,872,943 Equity Shares of the Company (as proportionally revised to reflect any
reorganisations, bonus issuances, stock splits or similar actions); and (b) is a permanent full-time employee of the
Company, whichever is later, he shall have the right to nominate himself to the Board.
The Amendment cum Waiver Agreement will stand automatically terminated on the date which is earlier of: (a) December 31,
2024, or such extended cut-off date for the IPO as may be mutually agreed with prior written consent of the majority investors
(as defined in the Shareholders’ Agreement), if the consummation of the IPO has not happened by such date; or (b) 12 months
from the date of receipt of the final observations from SEBI, extendable at the option of the majority investors (as defined in
the Shareholders’ Agreement); or (c) the date on which the Board decides by way of a resolution passed at its meeting or a
meeting of a duly constituted committee thereof, not to undertake the IPO or to withdraw the draft offer document/ offer
document filed with the SEBI.
The Shareholders’ Agreement shall automatically terminate in respect to each party, in its entirety, immediately upon the listing
of the Equity Shares of the Company pursuant to the IPO without any further act or deed, including any corporate action, inter
alia, amendment to the articles of association and change of the board of directors, required on the part of any party and without
prejudice to any existing or accrued rights or liabilities of any party under the Shareholders’ Agreement prior to the date of such
termination, subject to the survival of certain provisions related to definitions and interpretation, confidentiality, notices,
miscellaneous and governing law, dispute resolution and the abovementioned provision regarding nomination rights.
All provisions of Part B of the Articles of Association of the Company containing the special rights available to the Shareholders
of the Company as per the Shareholders’ Agreement shall automatically terminate and cease to have any force and effect from
the date of filing of the RHP with the RoC or an earlier date as may be prescribed by the SEBI and the provisions of Part A of
the Articles of Association shall continue to be in effect and be in force, without any further corporate or other action, by the
Company or by its Shareholders.
Other agreements
Share subscription agreements
Subscription agreement dated February 5, 2015, entered into by and between SAIF Partners India V Limited, Accel India
IV (Mauritius) Limited (collectively, the “Series A CCPS Investors”), Sriharsha Majety, Lakshmi Nandan Reddy Obul,
Rahul Jaimini and our Company (“Series A CCPS SSA”)
Pursuant to the Series A CCPS SSA, each of the Series A CCPS Investors had agreed to subscribe to 3,067 Series A CCPS and
100 equity shares of our Company of face value of ₹10 each.
Subscription agreement dated May 26, 2015, entered into by and between Norwest Venture Partners VII-A-Mauritius, SAIF
Partners India V Limited, Accel India IV (Mauritius) Limited, Apoletto Asia Ltd, Sriharsha Majety, Lakshmi Nandan Reddy
Obul, Rahul Jaimini and our Company (“Series B CCPS SSA”)
Pursuant to the Series B CCPS SSA, (i) SAIF Partners India V Limited had agreed to subscribe to 22,021 Series B CCPS; (ii)
Accel India IV (Mauritius) Limited had agreed to subscribe to 16,840 Series B CCPS; (iii) Norwest Venture Partners VII-A-
Mauritius had agreed to subscribe to 38,851 Series B CCPS and 10 Equity Shares; and (iv) Apoletto Asia Ltd had agreed to
subscribe to 6,633 Series B CCPS and 10 Equity Shares.
247
Subscription agreement dated December 14, 2015, entered into by and between Harmony Partners (Mauritius) Ltd., RB
Investment Pte. Ltd., Norwest Venture Partners VII-A-Mauritius, SAIF Partners India V Limited, Accel India IV
(Mauritius) Limited, Apoletto Asia Ltd, Sriharsha Majety, Lakshmi Nandan Reddy Obul, Rahul Jaimini and our Company
read together with subscription agreement dated March 30, 2016, entered into by and between Norwest Venture Partners
VII-A-Mauritius, Accel India IV (Mauritius) Limited, Apoletto Asia Ltd, Sriharsha Majety, Lakshmi Nandan Reddy Obul,
Rahul Jaimini and our Company (collectively, the “Series C CCPS SSA”)
Pursuant to the Series C CCPS SSA, (i) Harmony Partners (Mauritius) Ltd. had agreed to subscribe to 10,619 Series C CCPS
and 10 Equity Shares; (ii) RB Investment Pte. Ltd. had agreed to subscribe to 9,290 Series C CCPS and 10 Equity Shares; (iii)
Norwest Venture Partners VII-A-Mauritius had agreed to subscribe to 30,815 Series C CCPS; (iv) SAIF Partners India V
Limited had agreed to subscribe to 26,572 Series C CCPS; (v) Accel India IV (Mauritius) Limited had agreed to subscribe to
25,955 Series C CCPS; and (vi) Apoletto Asia Ltd had agreed to subscribe to 8,515 Series C CCPS.
Subscription agreement dated August 26, 2016, entered into by and between Bessemer India Capital Holdings II Ltd.,
Norwest Venture Partners VII-A-Mauritius, SAIF Partners India V Limited, Accel India IV (Mauritius) Limited, Apoletto
Asia Ltd, Sriharsha Majety, Lakshmi Nandan Reddy Obul, Rahul Jaimini and our Company (“Series D CCPS SSA”)
Pursuant to the Series D CCPS SSA, (i) Bessemer India Capital Holdings II Ltd. agreed to subscribe to 23,832 Series D CCPS
and 10 Equity Shares; (ii) Norwest Venture Partners VII-A-Mauritius had agreed to subscribe to 1,734 Series D CCPS; (iii)
SAIF Partners India V Limited had agreed to subscribe to 1,997 Series D CCPS; (iv) Accel India IV (Mauritius) Limited had
agreed to subscribe to 1,853 Series D CCPS; and (v) Apoletto Asia Ltd had agreed to subscribe to 377 Series D CCPS.
Subscription agreement dated May 23, 2017, entered into by and between Bessemer India Capital Holdings II Ltd., Norwest
Venture Partners VII-A-Mauritius, SAIF Partners India V Limited, Accel India IV (Mauritius) Limited, Harmony Partners
(Mauritius) Ltd., Naspers Ventures B.V., Sriharsha Majety, Lakshmi Nandan Reddy Obul, Rahul Jaimini and our Company
(“Series E CCPS SSA”)
Pursuant to the Series E CCPS SSA, (i) Bessemer India Capital Holdings II Ltd. had agreed to subscribe to 3,539 Series E
CCPS; (ii) Norwest Venture Partners VII-A-Mauritius had agreed to subscribe to 6,435 Series E CCPS; (iii) SAIF Partners
India V Limited had agreed to subscribe to 7,723 Series E CCPS; (iv) Accel India IV (Mauritius) Limited had agreed to
subscribe to 6,435 Series E CCPS; (v) Harmony Partners (Mauritius) Ltd. had agreed to subscribe to 1,609 Series E CCPS; and
(vi) Naspers Ventures B.V. had agreed to subscribe to 77,215 Series E CCPS and 10 Equity Shares.
Subscription agreement dated January 5, 2018, entered into by and between MIH India Food Holdings B.V., Sriharsha
Majety, Lakshmi Nandan Reddy Obul, Rahul Jaimini and our Company read with subscription agreement dated January
19, 2018, entered into by and between Inspired Elite Investments Limited, Sriharsha Majety, Lakshmi Nandan Reddy Obul,
Rahul Jaimini and our Company (collectively, the “Series F CCPS SSA”)
Pursuant to the Series F CCPS SSA, (i) MIH India Food Holdings B.V. had agreed to subscribe to 48,174 Series F CCPS and
to a maximum of 32,116 additional Series F CCPS; and (ii) Inspired Elite Investments Limited had agreed to subscribe to
32,106 Series F CCPS and 10 Equity shares.
Subscription agreement dated June 8, 2018, entered into by and between DST EuroAsia V B.V., Coatue PE Asia XI LLC,
Inspired Elite Investments Limited, MIH India Food Holdings B.V., Sriharsha Majety, Lakshmi Nandan Reddy Obul, Rahul
Jaimini and our Company (“Series G CCPS SSA”)
Pursuant to the Series G CCPS SSA, (i) DST EuroAsia V B.V. had agreed to subscribe to 40,454 Series G CCPS and 10 Equity
Shares; (ii) Coatue PE Asia XI LLC had agreed to subscribe to 25,280 Series G CCPS and 10 Equity Shares; (iii) Inspired Elite
Investments Limited had agreed to subscribe to 12,645 Series G CCPS; and (iv) MIH India Food Holdings B.V. had agreed to
subscribe to 40,464 Series G CCPS.
Subscription agreement dated December 20, 2018, by and between DST EuroAsia V B.V., DST Investments Asia I Ltd,
Coatue PE Asia XI LLC, Inspired Elite Investments Limited, MIH India Foods Holdings B.V., Tencent Cloud Europe B.V.,
HH BTPL Holdings II Pte. Ltd., Hadley Harbor Master Investors (Cayman) II L.P., Sriharsha Majety, Lakshmi Nandan
Reddy Obul, Rahul Jaimini and our Company (“Series H CCPS SSA”)
Pursuant to the Series H CCPS SSA, (i) DST EuroAsia V B.V. had agreed to subscribe to 6,197 Series H CCPS; (ii) DST
Investments Asia I Ltd had agreed to subscribe to 9,432 Series H CCPS and 10 Equity Shares; (iii) Coatue PE Asia XI LLC
had agreed to subscribe to 7,278 Series H CCPS; (iv) Inspired Elite Investments Limited had agreed to subscribe to 11,923
Series H CCPS; (v) MIH India Foods Holdings B.V. had agreed to subscribe to 150,179 Series H CCPS; (vi) Tencent Cloud
Europe B.V. had agreed to subscribe to 40,342 Series H CCPS and 10 Equity Shares; (vii) HH BTPL Holdings II Pte. Ltd. had
agreed to subscribe to 14,384 Series H CCPS and 10 Equity Shares; and (viii) Hadley Harbor Master Investors (Cayman) II
L.P. had agreed to subscribe to 7,979 Series H CCPS and 10 Equity Shares.
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Subscription agreement dated February 11, 2020, by and between MIH India Food Holdings B.V., Hadley Harbor Master
Investors (Cayman) II L.P., Inspired Elite Investments Limited, Sriharsha Majety, Lakshmi Nandan Reddy Obul, Rahul
Jaimini and our Company read with the deed of accession and adherence dated March 17, 2020 entered into by and between
Tencent Cloud Europe B.V., KIP Re-Up Fund, Ark India Food-Tech Private Investment Trust, Ark India Innovation Capital
Private Investment Trust, MACM India Growth Fund, SVIC No. 38 New Technology Business Investment L.L.P., SVIC
No. 45 New Technology Business Investment L.L.P., MIH India Food Holdings B.V., Hadley Harbor Master Investors
(Cayman) II L.P., Inspired Elite Investments Limited, Sriharsha Majety, Lakshmi Nandan Reddy Obul, Rahul Jaimini and
our Company and deed of accession and adherence dated May 13, 2020, entered into by and between MIH India Food
Holdings B.V., Hadley Harbor Master Investors (Cayman) II L.P., Inspired Elite Investments Limited, SVIC No. 34 New
Technology Business Investment L.L.P., Sriharsha Majety, Lakshmi Nandan Reddy Obul, Rahul Jaimini and our Company
(collectively, the “Series I CCPS SSA”)
Pursuant to the Series I CCPS SSA, (i) MIH India Food Holdings B.V. had agreed to subscribe to 30,170 Series I CCPS; (ii)
Hadley Harbor Master Investors (Cayman) II L.P. had agreed to subscribe to 302 Series I CCPS; (iii) Inspired Elite Investments
Limited had agreed to subscribe to 3,606 Series I CCPS.
Subsequently, an aggregate of 12,957 Series I CCPS and 15 Equity Shares were acceded to Tencent Cloud Europe B.V., KIP
Re-Up Fund, Ark India Food-Tech Private Investment Trust, Ark India Innovation Capital Private Investment Trust, MACM
India Growth Fund, SVIC No. 38 New Technology Business Investment L.L.P., SVIC No. 45 New Technology Business
Investment L.L.P., and an aggregate of 602 Series I CCPS and 1 Equity Share were acceded to SVIC No. 34 New Technology
Business Investment L.L.P.
Subscription agreement dated April 1, 2021, by and between MIH India Food Holdings B.V., Hadley Harbor Master
Investors (Cayman) II L.P., INQ Holding LLC, Alpha Wave Ventures, LP, Accel Leaders 3 Holdings (Mauritius) Ltd.,
Amansa Investments Ltd., Lathe Investment Pte. Ltd., Sriharsha Majety, Lakshmi Nandan Reddy Obul and our Company
(“Series I-2 CCPS SSA”)
Pursuant to the Series I-2 CCPS SSA, (i) MIH India Food Holdings B.V. had agreed to subscribe to 47,071 Series I-2 CCPS,
(ii) Hadley Harbor Master Investors (Cayman) II L.P. had agreed to subscribe to 302 Series I-2 CCPS; (iii) INQ Holding LLC
had agreed to subscribe to 30,170 Series I-2 CCPS; (iv) Alpha Wave Ventures, LP had agreed to subscribe to 18,102 Series I-
2 CCPS; (v) Accel Leaders 3 Holdings (Mauritius) Ltd. had agreed to subscribe to 13,576 Series I-2 CCPS; (vi) Amansa
Investments Ltd. had agreed to subscribe to 9,051 Series I-2 CCPS; and (vii) Lathe Investment Pte. Ltd. had agreed to subscribe
to 15,085 Series I-2 CCPS.
Subscription agreement dated April 1, 2021, by and between MIH India Food Holdings B.V., CGH AMSIA S.à r.l., Amansa
Investments Ltd., Accel Leaders 3 Holdings (Mauritius) Ltd., Alpha Wave Ventures, LP, Goldman Sachs Asia Strategic Pte.
Ltd., INQ Holding LLC, Think India Opportunities Master Fund LP, TIMF Holdings, Sriharsha Majety, Lakshmi Nandan
Reddy Obul and our Company (together, the “Series J CCPS SSA Parties” and the agreement, the “SSA” read with the
amendment agreement to the SSA dated April 19, 2021, entered into by and amongst Series J CCPS SSA Parties (“Series J
CCPS SSA”)
Pursuant to the Series J CCPS SSA, (i) MIH India Food Holdings B.V. had agreed to subscribe to 34,413 Series J CCPS; (ii)
CGH AMSIA S.à r.l. had agreed to subscribe to 8,228 Series J CCPS; (iii) Amansa Investments Ltd. had agreed to subscribe to
5,485 Series J CCPS; (iv) Accel Leaders 3 Holdings (Mauritius) Ltd. had agreed to subscribe to 8,228 Series J CCPS; (v) Alpha
Wave Ventures, LP had agreed to subscribe to 13,714 Series J CCPS; (vi) Goldman Sachs Asia Strategic Pte. Ltd. had agreed
to subscribe to 8,228 Series J CCPS; (vii) INQ Holding LLC had agreed to subscribe to 13,714 Series J CCPS; (viii) Think
India Opportunities Master Fund LP had agreed to subscribe to 1,371 Series J CCPS; and (ix) TIMF Holdings had agreed to
subscribe to 6,857 Series J CCPS.
Series J-2 subscription agreement dated April 21, 2021, by and between SVF II Songbird (DE) LLC, Sriharsha Majety,
Lakshmi Nandan Reddy Obul and our Company (“Series J-2 CCPS SSA”)
Pursuant to the Series J-2 CCPS SSA, SVF II Songbird (DE) LLC had agreed to subscribe to 123,411 Series J-2 CCPS and 10
Equity Shares.
Series K subscription agreement dated January 20, 2022, by and between Invesco Development Markets Fund through OFI
Global China Fund LLC, Invesco Emerging Markets Equity Trust, Invesco Emerging Markets Equity Fund, LP, Alpha
Wave Ventures II, LP, Baron Emerging Markets Fund, Kotak Pre-IPO Opportunities Fund, Motilal Oswal Financial
Services Ltd, Navin Agarwal, Ghisallo Master Fund LP, Axis Growth Avenue AIF – I, Sixteenth Street Asian GEMS Fund,
Dovetail Global Fund PCC – Cell 15, Segantii India (Mauritius), INQ Holding LLC, Lathe Investment Pte. Ltd., MIH India
Food Holdings B.V., IIFL Special Opportunities Fund – Series 8, IIFL Monopolistic Market Intermediaries Fund, Time
Capital Foodtech Advisors LP and our Company (“Series K CCPS SSA”)
Pursuant to the Series K CCPS SSA, (i) OFI Global China Fund LLC had agreed to subscribe to 28,844 Series K CCPS; (ii)
Invesco Emerging Markets Equity Trust had agreed to subscribe to 1,325 Series K CCPS; (iii) Invesco Emerging Markets
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Equity Fund, LP had agreed to subscribe to 704 Series K CCPS; (iv) Alpha Wave Ventures II, LP had agreed to subscribe to
19,296 Series K CCPS; (v) Baron Emerging Markets Fund had agreed to subscribe to 11,578 Series K CCPS, (vi) Kotak Pre-
IPO Opportunities Fund had agreed to subscribe to 4,061 Series K CCPS; (vii) Motilal Oswal Financial Services Ltd had agreed
to subscribe to 2,030 Series K CCPS; (viii) Navin Agarwal had agreed to subscribe to 1,016 Series K CCPS; (ix) Ghisallo
Master Fund LP had agreed to subscribe to 3,087 Series K CCPS, (x) Axis Growth Avenue AIF – I had agreed to subscribe to
3,087 Series K CCPS; (xi) Sixteenth Street Asian GEMS Fund had agreed to subscribe to 3,087 Series K CCPS; (xii) Dovetail
Global Fund PCC had agreed to subscribe to 2,011 Series K CCPS; (xiii) Segantii India (Mauritius) had agreed to subscribe to
2,316 Series K CCPS; (xiv) INQ Holding LLC had agreed to subscribe to 3,067 Series K CCPS; (xv) Lathe Investment Pte.
Ltd. had agreed to subscribe to 1,054 Series K CCPS; (xvi) MIH India Food Holdings B.V. had agreed to subscribe to 3,859
Series K CCPS; (xvii) IIFL Special Opportunities Fund – Series 8 had agreed to subscribe to 3,045 Series K CCPS; (xviii) IIFL
Monopolistic Market Intermediaries Fund had agreed to subscribe to 2,031 Series K CCPS; and (xix) Time Capital Foodtech
Advisors LP had agreed to subscribe to 803 Series K CCPS.
Business transfer agreement dated May 12, 2022, by and between Nikhil Bakshi, Vivek Kapoor, Sahil Jain, Ankit Mehrotra
(together, the “DineOut Founders”), Times Internet Limited and our Company (“DineOut BTA”) read with the amendment
agreement to the DineOut BTA dated July 1, 2022, entered into by and between the DineOut Founders, Times Internet
Limited and our Company (together with the Dineout BTA, the “DineOut Acquisition BTA”)
Pursuant to the DineOut Acquisition BTA, ‘DineOut’ undertaking from Times Internet Limited was acquired by our Company
from Times Internet Limited. Times Internet Limited was allotted 18,011,135 Equity Shares of our Company in lieu of the
acquisition under the terms of the DineOut Acquisition BTA.
Share subscription and purchase agreement dated July 12, 2023, by and among P.R. Venketrama Raja, P.V. Abinav
Ramasubramaniam Raja, The Ramco Cements Limited, Ramco Industries Limited, Ramco Industrial and Technology
Services Limited, Rajapalayam Mills Limited, Anuj Lal, Sharmishta Niranthari Lal and Inder Soni (together, the “Sellers”),
Lynks Logistics Limited (“Lynks”), Shekhar Bhende and our Company (together, the “Lynks SSPA Parties” and the
agreement, the “Lynks Series K-1 CCPS SSPA”) read with the amendment agreement dated August 25, 2023, entered into
by and between the Lynks SSPA Parties, G Ramanarayanan and P.C. Vijay acting on for and on behalf of Lynks
Shareholders’ Trust (the “Lynks Series K-1 CCPS Agreements”)
Pursuant to the Lynks Series K-1 CCPS Agreements, our Company acquired 100% of the issued and outstanding share capital
of Lynks on a fully diluted basis from the Sellers. Simultaneously, pursuant to the Lynks Series K-1 CCPS Agreements, our
Company allot to the Purchasers Series K-1 Series CCPS of a value equivalent to the total consideration for the acquisition of
the share capital of Lynks, as set out in the Lynks Series K-1 CCPS Agreements. The Purchasers were subsequently allotted an
aggregate of 10,721,700 Series K-1 CCPS.
Share purchase agreements
Share purchase agreement dated June 8, 2018, entered into by and among Bessemer India Capital Holdings II Ltd
(“Bessemer”), Harmony Partners (Mauritius) Ltd. (“Harmony”), SAIF Partners India V Limited (“SAIF”), Norwest
Venture Partners VII-A-Mauritius (“Norwest”), RB Investments Pte. Ltd. (“RB”, and together with Bessemer, Harmony,
SAIF and Norwest, the “Sellers”), MIH India Foods Holdings B.V. (“MIH”), Inspired Elite Investment Limited (“IEIL”),
DST EuroAsia B.V. (“DST”), Coatue PE Asia XI LLC and our Company (“SPA”)
Pursuant to the SPA, (i) MIH had agreed to acquire 701 Series D CCPS, 552 Series C CCPS, 2,305 Series A CCPS and 1,259
Series B CCPS for an aggregate consideration of US$ 8.51 million; (ii) IEIL had agreed to acquire 220 Series D CCPS, 720
Series A CCPS, 393 Series B CCPS and 172 Series C CCPS for an aggregate consideration of US$ 2.66 million; (iii) DST had
agreed to acquire 701 Series D CCPS, 552 Series C CCPS, 2,305 Series A CCPS and 1,259 Series B CCPS for an aggregate
consideration of US$ 8.51 million; and (iv) Coatue had agreed to acquire 438 Series D CCPS, 345 Series C CCPS, 1,441 Series
A CCPS and 787 Series B CCPS for an aggregate consideration of US$ 5.32 million in accordance with the terms and conditions
as provided in the SPA.
Share purchase agreement dated July 30, 2018 entered into by and among Antfarm Business Incubator Private Limited,
Khattar Capital International Pte. Ltd., Agnus Capital LLP, Sanjay Kalra, Rishi Khiani, Sandeep Das, Sunil Kumar Saraf,
Sanjay Ghai (together, the “Sellers”), Scootsy Logistics Private Limited (“Scootsy") and our Company (“Scootsy SPA”)
Pursuant to the Scootsy SPA, our Company agreed to acquire (i) 173,531 equity shares of Scootsy and (ii) 42,481 series A
compulsorily convertible preference shares of Scootsy, together representing 100% of the equity share capital of and voting
rights in Scootsy, for an aggregate consideration of ₹370.82 million in accordance with the terms and conditions as provided
by the Scootsy SPA.
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Share purchase agreement dated August 10, 2018 into by and among Supr Inc., Puneet Kumar (together with Supr Inc., the
“Sellers”), Shreyas Nagdawane, Supr Infotech Solutions Private Limited (“Supr”) and our Company (“Supr SPA")
Pursuant to the Supr SPA, our Company agrees to acquire 150,675 equity shares of Supr from the Sellers, representing 100%
of the equity share capital of and voting rights in Supr, for an aggregate consideration of ₹514.71 million in accordance with
the terms and conditions as provided by the Supr SPA.
Share purchase agreement dated December 20, 2018, by and among Lakshmi Nandan Reddy Obul, Rahul Jaimini (together,
the “Sellers”), MIH India Food Holdings B.V. (the “Purchaser”) and our Company (the “MIH SPA”)
Pursuant to the MIH SPA, the Purchaser had agreed to acquire 310 Equity Shares of our Company from each of the Sellers for
an aggregate consideration of ₹143.42 million in accordance with the terms and conditions as provided in the MIH SPA.
Share purchase agreement dated December 20, 2018, by and among MIH India Food Holdings B.V. (“MIH”), Tencent
Cloud Europe B.V. (“Tencent”), HH BTPL Holding II Pte. Ltd (“HH BTPL”), Hadley Harbor Master Investors (Cayman)
II L.P. (“Hadley Harbour”, and together with MIH, Tencent, HH BTPL, the “Purchasers”), Sriharsha Majety (the “Seller”)
and our Company (“SH-MTHH SPA”)
Pursuant to the SH-MTHH SPA, (i) MIH agreed to acquire 36 Equity Shares from the Seller for an aggregate consideration of
₹8.33 million; (ii) Tencent agreed to acquire 176 Equity Shares from the Seller for an aggregate consideration of ₹40.71 million,
(iii) HH BTPL agreed to acquire 63 Equity Shares from the Seller for an aggregate consideration of ₹14.57 million; and (iv)
Hadley Harbour agreed to acquire 35 Equity Shares from the Seller for an aggregate consideration of ₹8.10 million, in
accordance with the terms and conditions as provided in the SH-MTHH SPA.
Share purchase agreement dated December 20, 2018, by and among Accel India IV (Mauritius) Limited (“Accel”), SAIF
Partners India V Limited (“SAIF”), Norwest Venture Partners VII-A-Mauritius (“Norwest”), Bessemer India Capital
Holdings II Ltd (“Bessemer”), RB Investments Pte. Ltd. (“RB”), Harmony Partners (Mauritius) Ltd., MIH India Food
Holdings B.V. (“MIH”), Tencent Cloud Europe B.V. (“Tencent”), HH BTPL Holding II Pte. Ltd (“HH BTPL”), Hadley
Harbor Master Investors (Cayman) II L.P. (“Hadley Harbor”) and our Company (“Investors SPA”)
Pursuant to the Investors SPA, (i) MIH agreed to purchase 7,742 Series A CCPS from Accel, 4,239 Series C CCPS from RB,
8,641 Series A CCPS from SAIF, 10,921 Series B CCPS from Norwest, 2,686 Series C CCPS from Harmony and 8,803 Series
D CCPS from Bessemer for an aggregate consideration of USD 138.95 million; (ii) Tencent agreed to purchase 4,402 Series A
CCPS from SAIF, 2,935 Series B CCPS from Norwest, 1,860 Series C CCPS from Harmony and 2,366 Series D CCPS from
Bessemer for an aggregate conisderation of USD 37.34 million; (iii) HH BTPL agreed to purchase 1,570 Series A CCPS from
SAIF, 1,046 Series B CCPS from Norwest, 664 Series C CCPS Harmony and 844 Series D CCPS from Bessemer for an
aggregate consideration of USD 13.32 million; (iv) Hadley Harbour agreed to purchase 871 Series A CCPS from SAIF, 582
Series B CCPS from Norwest, 368 Series C CCPS from Harmony and 468 Series D CCPS from Bessemer for an aggregate
consideration of USD 7.39 million, in accordance with the terms and conditions as provided in the Investors SPA.
Share purchase agreement dated March 30, 2021, entered into by and among Bessemer India Capital Holdings II Ltd. (the
“Seller”), MIH India Food Holdings B.V. (the “Purchaser”) and our Company (“Bessemer-MIH SPA”)
Pursuant to the Bessemer-MIH SPA, the Purchaser had agreed to acquire (i) 10 Equity Shares; (ii) 9,291 Series D CCPS; and
(iii) 3,539 Series E CCPS from the Seller for an aggregate consideration of US$ 42.56 million in accordance with the terms and
conditions as provided in the Bessemer-MIH SPA.
Share purchase agreement dated April 3, 2021, entered into by and among Sriharsha Majety, Lakshmi Nandan Reddy Obul,
Rahul Jaimini (together, the “IIFL 8 SPA Sellers”), IIFL Special Opportunities Fund – Series 8 (“IIFL 8”) and our
Company (“IIFL 8 SPA”)
Pursuant to the IIFL 8 SPA, IIFL 8 had agreed to acquire 2,398 Equity Shares from the IIFL 8 SPA Sellers for an aggregate
consideration of US$ 7.95 million in accordance with the terms and conditions as provided in the IIFL 8 SPA.
Share purchase agreement dated April 3, 2021, entered into by and among Vivek Sunder, Rahul Bothra, Dale Francis Vaz.
Girish Menon (together the “IIFL 8 Employees’ SPA Sellers”), IIFL 8 and our Company (“IIFL 8 Employees’ SPA”)
Pursuant to the IIFL 8 Employees’ SPA, IIFL 8 had agreed to acquire 500 Equity Shares from the IIFL 8 Employees’ SPA
Sellers for an aggregate consideration of US$ 1.66 million in accordance with the terms and conditions as provided in the IIFL
8 Employees’ SPA.
Share purchase agreement dated December 2, 2021, entered into by and among Tencent Cloud Europe B.V. (the “Seller”),
Alpha Wave Ventures II, LP (the “Purchaser”), and our Company (“Alpha Wave SPA 1”)
Pursuant to the Alpha Wave SPA 1, Purchaser had agreed to acquire 186 Equity Shares from the Seller for an aggregate
consideration of USD 0.68 million in accordance with the terms and conditions as provided in the Alpha Wave SPA 1.
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Share purchase agreement dated December 2, 2021, entered into by and among Inspired Elite Investments Limited (the
“Seller”), Alpha Wave Ventures II, LP (the “Purchaser”), and our Company (“Alpha Wave SPA 2”)
Pursuant to the Alpha Wave SPA 2, Purchaser had agreed to acquire 10 Equity Shares from the Seller for an aggregate
consideration of USD 0.04 million in accordance with the terms and conditions as provided in the Alpha Wave SPA 2.
Share purchase agreement dated December 2, 2021, entered into by and among HH BTPL Holdings II Pte. Ltd. (the
“Seller”), Alpha Wave Ventures II, LP (the “Purchaser”), and our Company (“Alpha Wave SPA 3”)
Pursuant to the Alpha Wave SPA 3, Purchaser had agreed to acquire 83,333 Equity Shares from the Seller for an aggregate
consideration of USD 0.27 million in accordance with the terms and conditions as provided in the Alpha Wave SPA 3.
Holding Company
As on the date of this Prospectus, our Company does not have a holding company.
Our Subsidiary, Associates and Joint Ventures
As on the date of this Prospectus, our Company has two subsidiaries, one indirect subsidiary and one associate. Our Company
does not have any joint ventures.
Our Subsidiaries
1. Scootsy Logistics Private Limited (“Scootsy”)
Corporate Information
Scootsy was incorporated as a private limited company under the Companies Act, 2013, pursuant to a certificate of incorporation
dated November 27, 2014, with the Registrar of Companies, Maharashtra at Mumbai. Subsequent to an order of the Regional
Director of the RoC dated January 5, 2021 and a fresh certificate of registration dated February 25, 2021, the registered office
of Scootsy was subsequently changed from the state of Maharashtra to the state of Karnataka. Its registered office is located at
No. 55 Sy No. 8-14, Ground Floor, I&J Block, Embassy Tech Village, Outer Ring Road, Devarbisanahalli, Bengaluru 560 103,
Karnataka, India. Its corporate identification number is U60200KA2014PTC144616.
Nature of Business
Scootsy is engaged in the business of, inter alia, general carriers and providing delivery services through mobile based
application and web enabled services and to collect, consign, distribute, transfer and deliver goods through various carriers.
Capital Structure
The capital structure of Scootsy is as follows:
Particulars Amount
(in ₹)
Authorised capital
2,900,000 equity shares of face value of ₹ 10 each 29,000,000
1,00,000 Series A compulsory convertible preference shares of ₹ 10 each 1,000,000
Total 30,000,000
Issued, subscribed and paid-up capital
2,403,843 equity shares of ₹ 10 each 24,038,430
Shareholding Pattern
The shareholding pattern of Scootsy is as follows:
Sr. No. Name of the shareholder No. of equity shares of ₹10 Percentage of total equity
each holding on a fully diluted
basis (%)
1. Swiggy Limited 2,403,842 100.00
2. Laksmi Nandan Reddy Obul* 1 Negligible
Total 2,403,843 100.00
* As a nominee of Swiggy Limited.
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Summary of financial results of our Material Subsidiary, Scootsy
The following financial information has been derived from the financial results of our Material Subsidiary, Scootsy, for the
Fiscals 2024, 2023, and 2022:
(in ₹ million)
Particulars Fiscal 2024 Fiscal 2023 Fiscal 2022
Equity capital 13.56 7.18 6.80
Reserves and surplus (excluding (7,001.22) (6,897.04) (2,860.10)
revaluation reserves)
Revenue from operations 51,956.52 36,861.86 15,803.50
Profit/(loss) after tax (4,239.72) (4,070.34) (2,953.50)
Total borrowings 26,256.66 25,143.69 13,476.60
2. Supr Infotech Solutions Private Limited (“Supr Infotech”)
Corporate Information
Supr Infotech was incorporated as a private limited company under the Companies Act, 2013 pursuant to a certificate of
incorporation dated December 23, 2016, issued by the Registrar of Companies, Jurisdictional Registrar of Companies.
Subsequent to an order of the Regional Director of the RoC dated January 5, 2021 and a fresh certificate of registration dated
February 26, 2021, the registered office of Supr Infotech was subsequently changed from the state of Maharashtra to the state
of Karnataka. Its registered office is located at No. 55 Sy No. 8-14, ground floor, I&J block, Embassy Tech Village, Outer Ring
Road, Devarbisanahalli, Bengaluru 560 103, Karnataka, India. Its corporate identification number is
U74999KA2016PTC144675.
Nature of Business
Supr Infotech is engaged in the business of, inter alia, creating subscription software to enable logistics and supply chain in the
food e-commerce market and create technology, innovative solutions and developing software to facilitate online/mobile sale
and purchase of any and all kinds of goods, services, commodities and merchandising and to engage in e-commerce and
providing services thereto including consultancy services, training, developing and implementing products for customers
through various channels and mediums.
Capital Structure
The capital structure of Supr Infotech is as follows:
Particulars Aggregate value at face value
(in ₹)
Authorised capital
1,070,000 equity shares of face value of ₹10 each 10,700,000
Issued, subscribed and paid-up capital
969,255 equity shares of face value of ₹10 each 9,692,550
Shareholding Pattern
The shareholding pattern of Supr Infotech is as follows:
Sr. Name of the shareholder No. of equity shares of ₹ 10 Percentage of total equity
No. each holding (%)
1. Swiggy Limited 969,254 100.00
2. Laksmi Nandan Reddy Obul* 1 Negligible
Total 969,255 100.00
* As a nominee of Swiggy Limited.
Our step-down Subsidiary
Lynks Logistics Limited$ (“Lynks”)
Corporate Information
Lynks was incorporated as a public limited company under the Companies Act, 2013, pursuant to a certificate of incorporation
dated December 18, 2015, issued by the Registrar of Companies, Tamil Nadu at Chennai. Its registered office is located at Apex
Towers, First Floor, Door No. 54, Old No. 42, Second Main Road, Raja Annamalaipuram, Chennai 600 028, Tamil Nadu, India.
Its corporate identification number is U60200TN2015PLC103367.
253
Nature of Business
Lynks is engaged in the business of, inter alia, organisation and transport of goods, providing facilities for design and
development of systems to manage such transportation and maintenance of a market on the internet for purpose of providing a
platform for transports to avail such transportation services.
Capital Structure
The capital structure of Lynks is as follows:
Particulars Amount
(in ₹)
Authorised capital
4,350,000,000 equity shares of face value of ₹1 each 4,350,000,000
1,650,000,000 preference shares of face value of ₹1 each 1,650,000,000
Total 6,000,000,000
Issued, subscribed and paid-up capital
2,235,937,377 equity shares of face value of ₹1 each 2,235,937,377
Total 2,235,937,377
Shareholding Pattern
The shareholding pattern of Lynks is as follows:
Sr. Name of the shareholder No. of equity shares of ₹1 Percentage of total equity
No. each holding (%)
1. Scootsy Logistics Private Limited 2,235,937,371 100.00
2. Sriharsha Majety* 1 Negligible
3. Lakshmi Nandan Reddy Obul* 1 Negligible
4. Rahul Bothra* 1 Negligible
5. Bharat Arora* 1 Negligible
6. M. Sridhar * 1 Negligible
7. Avantika Bajaj* 1 Negligible
Total 2,235,937,377 100.00
*
As a nominee of Scootsy.
$
Note: Pursuant to the business transfer agreement dated December 25, 2023, entered into by and among Scootsy and Lynks, the entire business and
undertakings of Lynks was transferred to Scootsy.
Our Associate
Loyal Hospitality Private Limited (“LHPL”)
Corporate Information
LHPL was incorporated as a private limited company under the Companies Act, 2013, pursuant to a certificate of incorporation
dated September 16, 2014, issued by the Registrar of Companies, Karnataka at Bangalore. Its registered office is located at 4th
Floor, Yolee Grande, bearing no.14, Pottery Road, Frazer Town, Bangalore 560 005, Karnataka, India. Its corporate
identification number is U55101KA2014PTC076418.
Nature of Business
LHPL is engaged in the business of, inter alia, the purchase, establishment and operation of hotels, restaurants, departmental
stores and the business of tours travel.
Capital Structure
The capital structure of LHPL is as follows:
Particulars Amount
(in ₹)
Authorised share capital
59,00,000 equity shares of face value of ₹10 each 5,90,00,000
86,477 series B preference shares of face value of ₹10 each 864,770
896,731 series B2 preference shares of face value of ₹10 each 8,967,310
114,080 series B3 preference shares of face value of ₹10 each 1,140,800
184,994 series B4 preference shares of face value of ₹10 each 1,849,940
790,000 series B5 preference shares of face value of ₹10 each 7,900,000
254
20,00,000 series C preference shares of face value of ₹10 each 2,00,00,000
30,27,718 preference shares of face value of ₹10 each 3,02,77,180
Total 13,00,00,000
Issued and subscribed share capital
1,202,082 equity shares of face value of ₹10 each 12,020,820
86,477 series B preference shares of face value of ₹10 each 864,770
896,731 series B2 preference shares of face value of ₹10 each 8,967,310
114,080 series B3 preference shares of face value of ₹10 each 1,140,800
184,994 series B4 preference shares of face value of ₹10 each 1,849,940
689,358 series B5 preference shares of face value of ₹10 each 6,893,580
Total 31,737,220
Paid-up share capital
1,202,082 equity shares of face value of ₹10 each 12,020,820
86,477 series B preference shares of face value of ₹10 each 864,770
896,731 series B2 preference shares of face value of ₹10 each 8,710,634.07*
114,080 series B3 preference shares of face value of ₹10 each 1,140,800
184,994 series B4 preference shares of face value of ₹10 each 1,849,940
689,358 series B5 preference shares of face value of ₹10 each 6,893,580
Total 31,480,544.07≠
*
Out of the total 8,96,731 series B2 compulsorily convertible preference shares of LHPL, 25,694 series B2 compulsorily convertible preference shares of
LHPL are partly paid up at ₹0.01 per series B2 compulsorily convertible preference share of LHPL.
≠ As on the date of this Prospectus, the paid-up share capital of LHPL is disclosed incorrectly on the MCA portal due to a technical issue with the portal.
Shareholding Pattern
The shareholding pattern of LHPL is as follows:
Sr. No. Name of the shareholder No. of specified securities Percentage of total equity
of face value of ₹10 each holding on fully diluted basis
(%)
Equity shares of LHPL
1. Junaiz Kizhakkayil 819,506 23.99
2. Firdos Riyaz Pasha Khan 71,100 2.08
3. Mustafa C 28,525 0.83
4. Yahia CMA 40,000 1.17
5. Faiz Mayalakkara 100,000 2.93
6. Pranab Barua 42,950 1.26
7. Saurabh Jha 100,000 2.93
8. Trifecta Venture Debt Fund II 1 Negligible
Series B compulsorily convertible preference shares of LHPL
9. Corniche Capital Holdings Inc 20,846 0.61
10. Crossover Ventures Holding Limited 20,831 0.61
11. Mustafa C & Sawad & Zaheedulla 22,900 0.67
12. Anchor Advisors Disruptive 5 Toushi Kumiai 21,900 0.64
Series B2 compulsorily convertible preference shares of LHPL
13. Tarek Mohammad Abdulrahman Alashram Alfalasi 431,919 12.64
14. BeeNext3 Pte. Ltd 215,960 6.32
15. SMBC Trust Bank Ltd. Trustee of Mirai Creation Fund II 215,959 6.32
16. Indigo Edge Management Consultancy Private Limited 7,199 0.21
17. Trifecta Venture Debt Fund II 25,694 0.75
Series B3 compulsorily convertible preference shares of LHPL
18. BeeNext3 Pte. Ltd 114,080 3.34
Series B4 compulsorily convertible preference shares of LHPL
19. DG Ventures, Inc 184,994 5.41
Series B5 compulsorily convertible preference shares of LHPL
20. Swiggy Limited 689,358 20.18
Accumulated profits or losses
As on the date of this Prospectus, there are no accumulated profits or losses of any of our Subsidiaries that have not been
accounted for by our Company.
Interest in our Company
Except for as provided in “Our Business” on page 204, none of our Subsidiaries or Associate have any business interest in our
Company. For details of related business transactions between our Subsidiaries and our Company and our Associate and our
Company, see “Summary of the Offer Document – Summary of Related Party Transactions” on page 20.
255
Common pursuits between our Subsidiaries, our Associate and our Company
As on the date of this Prospectus, there are no common pursuits between the Subsidiaries/the Associate and our Company.
There are no lessors of the immovable properties of our Company which are crucial for the operations of our Company and
hence there is no conflict of interest between us and the lessor(s) of the immovable properties of our Company and/or our
Subsidiaries or our Subsidiary’s directors, which are on leasehold basis (crucial for operation of the Company).
There is no conflict of interest between us and any of the suppliers of the raw materials or third party service provides of our
Company and/or our Subsidiaries (which are crucial for operations of the Company).
Agreements with Key Managerial Personnel, Senior Management Personnel, Director or any other employee of our
Company
As on the date of this Prospectus, there are no agreements entered into by a Key Managerial Personnel, Senior Management
Personnel or Director or any other employee of our Company, either by themselves or on behalf of any other person, with any
Shareholder or any other third party with regard to compensation or profit sharing in connection with dealings in the securities
of our Company.
Key terms of other subsisting material agreements
Except as disclosed in “Our Business” on page 204 and except for the agreements disclosed herein, our Company has not
entered into any other material agreements, arrangements, clauses, covenants which are material, and which are required to be
disclosed and which are subsisting other than in the ordinary course of business of our Company as on the date of this
Prospectus. Further, there are no clauses or covenants which are adverse or pre-judicial to the interest of the minority/public
shareholders or the non-disclosure of which may have bearing on the investment decision of the investors.
256
OUR MANAGEMENT
In terms of our Articles of Association and the Companies Act, our Company is required to have not more than 15 Directors.
As on the date of this Prospectus, our Board comprises 10 Directors including two Executive Directors, eight Non-Executive
Directors, of whom are four Independent Directors (including one woman Director).
Our Board
The following table sets forth details regarding our Board as of the date of this Prospectus:
Name, Designation, Address, Occupation, Term, Period of Directorship, DIN, Other Directorships
Date of Birth and Age
Anand Kripalu Indian Companies:
Designation: Chairman and Independent Director EPL Limited
PGP Glass Private Limited
Address: A-1703, Vivarea, Sane Guruji Marg, Jacob Circle, Mahalaxmi, Mumbai, United Breweries Limited
Maharashtra, India – 400011
Foreign Companies:
Occupation: Professional
Nil
Term: Three years from December 4, 2023
Period of Directorship: Director since December 4, 2023
DIN: 00118324
Date of Birth: October 2, 1958
Age: 66 years
Sriharsha Majety Indian Companies:
Designation: Managing Director and Group Chief Executive Officer Supr Infotech Solutions Private Limited
Address: DO. No. 11-25-15, K.T. Road, Kotha Peta, One Town, Vijaywada (Urban), Foreign Companies:
Vijaywada, Krishna, Andhra Pradesh, India – 520 001
Nil
Occupation: Business
Term: Five years from April 1, 2024 and liable to retire by rotation
Period of Directorship: Director since December 26, 2013&
DIN: 06680073
Date of Birth: January 9, 1986
Age: 38 years
Lakshmi Nandan Reddy Obul Indian Companies:
Designation: Whole-time Director - Head of Innovation Scootsy Logistics Private Limited
Supr Infotech Solutions Private Limited
Address: 401, Estella, White Field Road, Kondapur, K.V. Rangareddy, Telangana – 500
084, India Foreign Companies:
Occupation: Business Nil
Term: Five years from April 1, 2024 and liable to retire by rotation
Period of Directorship: Director since December 26, 2013&
DIN: 06686145
Date of Birth: September 21, 1987
Age: 37 years
Shailesh Vishnubhai Haribhakti Indian Companies:
257
Name, Designation, Address, Occupation, Term, Period of Directorship, DIN, Other Directorships
Date of Birth and Age
Designation: Independent Director Aakash Educational Services Limited
Adani Total Gas Limited
Address: 10-11 Sahil Apartment, 14 Altamount Road, Aiiravat Coop Housing Society Bajaj Electricals Limited
Limited, Cumabala Hill, Mumbai, Maharashtra, India – 400026 Bharat Clean Rivers Foundation
Brookprop Management Services Private
Occupation: Chartered Accountant Limited
Cnergyis Infotech India Private Limited
Term: Three years from January 24, 2023
Continuum Green Energy Limited
Future Generali India Insurance Company
Period of Directorship: Director since January 24, 2023
Limited
Future Generali India Life Insurance
DIN: 00007347
Company Limited
Date of Birth: March 13, 1956 Gaja Trustee Company Private Limited
GovEva Private Limited
Age: 68 years IBS Fintech India Private Limited
Mirae Asset Investment Managers (India)
Private Limited
Planet People and Profit Consulting
Private Limited
Protean E-gov Technologies Limited
Rapidue Technologies Private Limited
Stair Digital Private Limited
TVS Motor Company Limited
YCWI Green Solutions Private Limited
Foreign Companies:
Nil
Sahil Barua Indian Companies:
Designation: Independent Director Delhivery Limited
Scootsy Logistics Private Limited
Address: Survey No. 390-98, A B C, Taluka Bardez, Anjuna, North Goa, Goa, India –
403509 Foreign Companies:
Occupation: Business Delhivery HK Pte. Ltd
Delhivery USA LLC
Term: Three years from January 24, 2023
Period of Directorship: Director since January 24, 2023
DIN: 05131571
Date of Birth: December 25, 1984
Age: 39 years
Suparna Mitra Indian Companies:
Designation: Independent Director All India Federation of Horological
Industries
Address: G-02 Brigade Jacaranda, 14th Main, HAL 2nd Stage, Bangalore North, Titan Engineering and Automation
Bengaluru – 560008, Karnataka, India Limited
Occupation: Employed Foreign Companies:
Term: Three years from April 1, 2024 Nil
Period of Directorship: Director since April 1, 2024
DIN: 07135817
Date of Birth: August 26, 1968
Age: 56 years
Anand Daniel Indian Companies:
Designation: Nominee Director (Non-Executive) # Finnew Solutions Private Limited
Forus Health Private Limited
258
Name, Designation, Address, Occupation, Term, Period of Directorship, DIN, Other Directorships
Date of Birth and Age
Address: #320, Rainbow Residency, Sarjapura Road, Junnasandra, Bengaluru-560035, Rupeek Fintech Private Limited
Karnataka, India Sanghvi Beauty & Technologies Private
Limited
Occupation: Service Valuedrive Technologies Private Limited
Vedantu Innovations Private Limited
Term: Liable to retire by rotation Zinka Logistics Solutions Limited
Period of Directorship: Director since July 10, 2015 Foreign Companies:
Eruditus Learning Solutions Pte Ltd
DIN: 03441515
Niyo Solutions Inc
Sense Talent Labs, Inc
Date of Birth: May 28, 1975
Age: 49 years
Ashutosh Sharma Indian Companies:
Designation: Nominee Director (Non-Executive)** API Holdings Limited
Idisha Info Labs Private Limited
Address: #9173 Prestige Shantiniketan, Opp Big Bazar Whitefield, Bangalore North,
Karnataka, India – 560066 Foreign Companies:
Occupation: Professional Meesho Inc
Term: Liable to retire by rotation
Period of Directorship: Director since June 21, 2017
DIN: 07825610
Date of Birth: August 27, 1977
Age: 47 years
Sumer Juneja Indian Companies:
Designation: Nominee Director (Non-Executive)* ANI Technologies Private Limited
Lenskart Solutions Private Limited
Address: 5th Foor, Khatau Bungalow, 6 Manav Mandir Road, Near Jain Mandir, Sorting Hat Technologies Private Limited
Malabar Hill, Mumbai, Maharashtra, India – 400 006 Oravel Stays Limited
Occupation: Investment Professional Foreign Companies:
Term: Liable to retire by rotation Automate Holdings S.A.R.L
Content Square S.A.S
Period of Directorship: Director since July 27, 2021
Eruditus Learning Solutions Pte Ltd
Rimac Group D.O.O
DIN: 08343545
Date of Birth: May 25, 1982
Age: 42 years
Roger Clark Rabalais Indian Companies:
Designation: Nominee Director (Non-Executive)** Nil
Address: Handelstraat 3 1077 DK Amsterdam, Holland, Netherlands Foreign Companies:
Occupation: Professional Dante International S.A..
Delivery Hero SE
Term: Liable to retire by rotation iFood Holdings B.V.
M.I. Payments B.V.
Period of Directorship: Director since December 4, 2023 MIH B2C Holdings B.V.
MIH Food Delivery Holdings B.V.
DIN: 07304038
MIH Food Holdings B.V.
MIH India Food Holdings B.V.
Date of Birth: November 17, 1971
MIH India Holdings Limited.
Age: 52 years Movile International Holdings B.V.
259
Name, Designation, Address, Occupation, Term, Period of Directorship, DIN, Other Directorships
Date of Birth and Age
Movile Mobile Commerce Holdings
B.V.
Multiply Singapore Pte. Ltd.
Takealot Online (RF) (Pty) Ltd.
*
Nominee of SoftBank.
#
Nominee of Accel Entities.
**
Nominee of MIH.
&
The date of the memorandum of association is November 23, 2013.
Brief Biographies of Directors
Anand Kripalu is an Independent Director and a Chairman on our Board, since December 4, 2023. He holds a bachelor’s of
technology degree in electrical engineering from Indian Institute of Technology Madras and a post graduate diploma in
management from Indian Institute of Management Calcutta. He also holds certification in advanced management program by
The Wharton School, University of Pennsylvania. He is currently the managing director and global chief executive officer at
EPL Limited. He was previously associated with Diageo in India - United Spirits Limited for 8 years. Further, he was also
associated with Cadbury Schweppes Asia Pacific, Hindustan Lever Limited, and DCM Data Products. He was awarded the
“Lifetime Achievement Award” at the 8th edition of the Indian Marketing Awards by exchange4media.
Sriharsha Majety is the Managing Director and Group Chief Executive Officer of our Company. He holds a bachelor’s degree
in engineering in electrical and electronics engineering from Birla Institute of Technology and Science, Pilani and a post
graduate diploma in management from Indian Institute of Management, Calcutta. He has more than 10 years of experience in
our Company. He was awarded the ‘Entrepreneur of the Year 2019’ at ‘The Economic Times Awards for Corporate Excellence’
by The Economic Times in November, 2019.
Lakshmi Nandan Reddy Obul is a Whole-time Director - Head of Innovation on our Board. He has more than 10 years of
experience in our Company. He holds a master’s degree in science (honors) in physics from Birla Institute of Technology and
Science, Pilani. He has previously worked with Intellectual Capital Advisory Services Pvt. Ltd. (Intellecap) as an associate,
business consulting.
Shailesh Vishnubhai Haribhakti is an Independent Director of our Company since January 24, 2023. He is a member of the
Institute of the Chartered Accountants of India, an associate member of the Association of Certified Fraud Examiners and a
certified financial planner under the Financial Planning Standards Board India. He is a certified internal auditor under the
Institute of Internal Auditors, Inc. He has cleared final examination of the Institute of Cost and Works Accountants of India.
He has been conferred the Global Competent Boards Designation by Competent Boards Inc. He has an experience of more than
15 years due to his previous association with Blue Star Limited, L&T Finance Holdings Limited, Raymond Limited, Ambuja
Cements Limited and Torrent Pharmaceuticals Limited.
Sahil Barua is an Independent Director on our Board since January 24, 2023. He holds a bachelor’s degree in technology from
National Institute of Technology Karnataka, Surathkal and a post graduate diploma in management from Indian Institute of
Management, Bangalore. He is the co-founder and chief executive officer of Delhivery Limited for over 11 years and has
previously worked with Bain and Company India Private Limited as a consultant for over 2 years.
Suparna Mitra is an Independent Director on our Board since April 1, 2024. She holds a bachelor’s degree in electrical
engineering from Jadavpur University and a post graduate diploma in management from Indian Institute of Management,
Calcutta. She is the chief executive officer of the watches and wearables division of Titan Company Limited (“Titan”) and has
been associated with Titan for 18 years and also serves on the Board of Governors for the Indian Institute of Management,
Kozhikode for 5 years. Further, she has previously served on the board of Tata Power Solar Systems Ltd. She has been
recognised on many platforms including Fortune Most Powerful Women in Business, Business Today - The Most Powerful
Women in Business, BW Businessworld Most Influential Women 2022 and ET Femina Most Promising Women Leaders Award
in 2022, India’s Impactful CEO 2023 by ET Edge And Most Powerful Women by Business Today 2023.
Anand Daniel is a Nominee Director (Non- Executive) on our Board since July 10, 2015. He holds a bachelor’s degree in
engineering (computer science) from the University of Madras, a master’s degree in engineering from Purdue University and a
master’s degree in business administration from Massachusetts Institute of Technology. He was previously associated with
Accel India Management LLP for 4 years and is currently associated with Accel Partners India LLP as a Partner for 10 years.
Ashutosh Sharma is a Nominee Director (Non-Executive) on our Board since June 21, 2017. He holds a bachelor’s degree in
electronic engineering from Banaras Hindu University and a master’s degree in business administration from the Booth School
of Business at the University of Chicago. He is currently associated with MIH Internet India Private Limited as Investment
Partner, Growth+ and has been associated with the Prosus Group for more than 7 years. He was previously associated with
Norwest Venture Partners as a vice president and Qualcomm India Private Limited.
Sumer Juneja is a Nominee Director (Non-Executive) on our Board since July 27, 2021. He holds a bachelor’s of science from
260
the London School of Economics and Political Science, University of London. He is currently the managing partner and head
of Europe Middle East and Africa (EMEA) and India at SB Investment Advisers (UK) Limited. He was previously associated
with entities affiliated to SB Investment Advisers (UK) Limited for 4 years. NVP Venture Capital India Private Limited as a
director for more than 9 years.
Roger Clark Rabalais is a Nominee Director (Non-Executive) on our Board since December 4, 2023. He holds a bachelor’s
of arts in economics from the University of Texas and master of arts in the field of economics from the Harvard University. He
is currently associated with Prosus Services B.V. and has been associated with the Prosus Group for more than 10 years.
Relationship between our Directors, Key Managerial Personnel and Senior Management Personnel
None of our Directors, Key Managerial Personnel and Senior Management Personnel are related to each other.
Confirmations
None of our Directors is or was a director of any listed company during the five years immediately preceding the date of this
Prospectus, whose shares have been or were suspended from being traded on any of the stock exchange during their directorship
in such companies.
No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our Directors or to the firms, or
companies in which they have any interest by any person either to induce them to become or to help them qualify as a Director,
or otherwise for services rendered by them or by the firm, or company in which they are interested, in connection with the
promotion or formation of our Company.
None of our Directors have been declared as Wilful Defaulters or Fraudulent Borrowers.
None of our Directors is or was a director of any listed company which has been or was delisted from any stock exchange
during the term of their directorship in such company.
There are no immovable properties of our Company which are crucial for the operations of our Company and hence there is no
conflict of interest between the lessors of the immovable properties of our Company which are crucial for the operations of our
Company and the Directors and Key Managerial Personnel. Further, none of our Directors or Key Managerial Personnel have
any conflict of interest with the suppliers of raw materials and third party service providers of our Company (which are crucial
for operations of our Company).
Arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which our
Directors were selected as a Director or Senior Management Personnel
Except for Anand Daniel who is the nominee Director of Accel Entities, Sumer Juneja who is the nominee Director of SoftBank,
Ashutosh Sharma and Roger Clark Rabalais who are nominee Directors of MIH, each appointed in terms of the Shareholders’
Agreement, none of our Directors have any arrangement or understanding with the major Shareholders, customers, suppliers or
others, pursuant to which any of our Directors were appointed on our Board or as a member of the senior management. For
further details, see “History and Other Corporate Matters – Key terms of other subsisting material agreements” on page 256.
Terms of appointment of our Managing Director and Group Chief Executive Officer:
Pursuant to resolutions passed by our Board and Shareholders dated April 1, 2024, and April 23, 2024, respectively, Sriharsha
Majety has been appointed as the Managing Director and Group Chief Executive Officer of our Company for a period of five
years, with effect April 1, 2024.
The details of remuneration of Sriharsha Majety, as the Managing Director and Group Chief Executive Officer of our Company
for a period of three years, with effect April 1, 2024, as approved by our Board and the Shareholders, in their meetings held on
April 1, 2024, and April 23, 2024, respectively, are stated below:
A. Remuneration
(in ₹)
Details Effective
April 1, 2024 April 1, 2025 April 1, 2026
Cost to Company per annum 25,000,000 25,000,000 30,000,000
Of which Fixed Pay (70%) 17,500,000 17,500,000 21,000,000
Variable Pay (30%) 7,500,000 7,500,000 9,000,000
B. Perquisites:
The following perquisites are applicable as per the rules framed by the Company from time to time:
(i) Contribution to provident fund and voluntary provident fund
(ii) Contribution to Pension Fund
(iii) Contribution to corporate national pension system
261
(iv) Gratuity as per the Payment of Gratuity Act 1872 or as per the gratuity scheme of our Company, whichever is higher.
(v) Group personal accident insurance
(vi) Group medical insurance for self & family and voluntary top-up policies
(vii) Group term life insurance
(viii) Leave unavailed of, to be allowed to be carried forward to subsequent years and encashed at the time of exit.
(ix) Learning and development wallet
(x) Childcare and parental policy
(xi) Tenure milestone policy
(xii) Professional development assistance
(xiii) Telecom assistance
(xiv) Food card
(xv) Children education assistance
(xvi) Children hostel assistance
(xvii) Gym assistance
(xviii) Leave travel assistance
(xix) Car running/ maintenance assistance
He shall further be entitled to any other benefits as per the HR policy of the Company.
C. Reimbursements:
Sriharsha Majety is also entitled to reimbursement of all legitimate expenses incurred by him in performance of his professional
duties including but not limited to communication, travel and business entertainment expenses (such as reimbursements related
to mobile bill, data card bill, internet bills, residential landline telephones and network line for business use, meals, professional
membership fee and business entertainment or any other out of pocket expenses related to official business).
Terms of appointment of our Whole-time Director - Head of Innovation
Pursuant to resolutions passed by our Board and Shareholders dated April 1, 2024 and April 23, 2024, respectively, Lakshmi
Nandan Reddy Obul has been appointed as the Whole-time Director - Head of Innovation of our Company for a period of five
years, with effect April 1, 2024.
The details of remuneration of Lakshmi Nandan Reddy Obul, as the Whole-time Director - Head of Innovation of our Company
for a period of three years, with effect April 1, 2024, as approved by our Board and the Shareholders, in their meetings held on
April 1, 2024 and April 23, 2024, respectively, are stated below:
D. Remuneration
(in ₹)
Details Effective
April 1, 2024 April 1, 2025 April 1, 2026
Cost to Company per annum 25,000,000 25,000,000 30,000,000
Of which Fixed Pay (70%) 17,500,000 17,500,000 21,000,000
Variable Pay (30%) 7,500,000 7,500,000 9,000,000
E. Perquisites:
The following perquisites are applicable as per the rules framed by the Company from time to time:
(i) Contribution to provident fund and voluntary provident fund
(ii) Contribution to Pension Fund
(iii) Contribution to corporate national pension system
(iv) Gratuity as per the Payment of Gratuity Act 1872 or as per the gratuity scheme of our Company, whichever is higher.
(v) Group personal accident insurance
(vi) Group medical insurance for self & family and voluntary top-up policies
(vii) Group term life insurance
(viii) Leave unavailed of, to be allowed to be carried forward to subsequent years and encashed at the time of exit.
(ix) Learning and development wallet
(x) Childcare and parental policy
(xi) Tenure milestone policy
(xii) Professional development assistance
(xiii) Telecom assistance
(xiv) Food card
(xv) Children education assistance
(xvi) Children hostel assistance
(xvii) Gym assistance
(xviii) Leave travel assistance
262
(xix) Car running/ maintenance assistance
He shall further be entitled to any other benefits as per the HR policy of the Company.
F. Reimbursements:
Lakshmi Nandan Reddy Obul is also entitled to reimbursement of all legitimate expenses incurred by him in performance of
his professional duties including but not limited to communication, travel and business entertainment expenses (such as
reimbursements related to mobile bill, data card bill, internet bills, residential landline telephones and network line for business
use, meals, professional membership fee and business entertainment or any other out of pocket expenses related to official
business).
Remuneration to our Directors:
The remuneration paid to our Directors in Fiscal 2024 is as follows:
Remuneration to our Executive Director
Our Company has paid the following remuneration to our Executive Director in Fiscal 2024:
S. No. Name of Director Total remuneration (in ₹ million)
(a) Sriharsha Majety 64.99*
(b) Lakshmi Nandan Reddy Obul 64.98**
Total 129.97
*Includes one-time ex-gratia payment of Rs. 45.00 million and other perquisites of Rs. 5,910 excludes any accrual for share based payment.
** Includes one-time ex-gratia payment of Rs. 45.00 million and excludes any accrual for share based payment.
Remuneration to Non-Executive Non-Independent Directors
No compensation including any sitting fees or commission was paid to the Nominee Directors (Non-executive) by our Company
during Fiscal 2024.
Remuneration to Independent Directors
Pursuant to the resolutions passed by our Board on January 24, 2023, December 4, 2023, and April 1, 2024 each, our
Independent Directors are entitled to the following remuneration:
S. No. Name of Director Sitting fees (in ₹ million) Commission (in ₹ million)
1. Anand Kripalu 0.10 8.50
2. Shailesh Vishnubhai Haribhakti 0.10 6.60
3. Sahil Barua* - -
4. Suparna Mitra 0.10 6.60
* Sahil Barua has waived payment of remuneration and sitting fees.
Our Company has paid the following remuneration to our Independent Directors in Fiscal 2024:
S. No. Name of Director Sitting fees paid (in ₹ million) Commission paid (in ₹ million)
1. Anand Kripalu 0.20 2.74
2. Shailesh Vishnubhai Haribhakti 0.30 6.60
3. Sahil Barua* - -
4. Suparna Mitra# - -
* Sahil Barua has waived payment of remuneration and sitting fees.
# Since Suparna Mitra was appointed on our Board w.e.f. April 1, 2024, no sitting fees or commission was paid to her in the Fiscal 2024.
Remuneration paid or payable to our Directors by our Subsidiaries or Associate
None of our Directors have been paid any remuneration by our Subsidiaries or Associate, including contingent or deferred
compensation accrued during Fiscal 2024.
Contingent or deferred compensation paid to Directors by our Company
As on the date of this Prospectus, there is no contingent or deferred compensation accrued for Fiscal 2024 and payable to any
of our Directors, which does not form part of their remuneration.
263
Bonus or profit-sharing plan of our Directors
None of our Directors is entitled to any bonus (excluding performance linked incentive which is part of their remuneration) or
profit-sharing plans of our Company.
Service Contracts with Directors
None of our Directors have entered into a service contract with our Company pursuant to which they are entitled to any benefits
upon termination of employment.
Shareholding of our Directors in our Company
Our Directors are not required to hold any qualification Equity Shares under our Articles of Association.
Except as disclosed below, as on the date of this Prospectus, none of our Directors hold any Equity Shares in our Company:
Name of the Director Number of Equity Shares held*
Sriharsha Majety@ 112,003,333
Lakshmi Nandan Reddy Obul 30,826,612
*Excludes vested options.
@
In addition, Ananda Investments, a partnership firm in which Sriharsha Majety is a partner, holds 19,279,695 Equity Shares, amounting to 0.86% of the
pre-Offer Equity Share capital of the Company. The pre-Offer Equity Share capital of Ananda Investments has been calculated on the basis of number of Equity
Shares held divided by total Equity Shares and such number of Equity Shares arising on account of exercise of all outstanding options that are vested under
the ESOP Schemes.
Shareholding of Directors in our Subsidiaries
Except for Lakshmi Nandan Reddy Obul who holds 1 equity share on behalf of our Company each in Scootsy, Lynks and Supr
Infotech, and Sriharsha Majety who holds 1 equity share on behalf of our Company in Lynks, as on the date of this Prospectus,
none of our Directors hold any shares in the Subsidiaries of our Company.
Interest of Directors
Our Directors may be deemed to be interested to the extent of fees payable to them for attending meetings of our Board or a
committee thereof, to the extent of other remuneration and reimbursement of expenses, if any, payable to them by our Company
under our Articles of Association and their respective appointment letters, and to the extent of remuneration paid to them for
services rendered as an officer or employee of our Company. For further details, see “ – Remuneration to our Directors”, on
page 263.
Our Directors may also be deemed to be interested to the extent of Equity Shares as disclosed in “- Shareholding of our Directors
in our Company” on page 264, (together with dividends and other distributions in respect of such Equity Shares), held by them
or held by the entities in which they are associated as promoters, directors, partners, proprietors or trustees or held by their
relatives. Our Directors may also be deemed to be interested to the extent of stock options granted or Equity Shares to be allotted
pursuant to the exercise of options granted to them under ESOP Schemes. For details, see “Capital Structure – Employee Stock
Options Schemes of our Company” on page 130.
Our Directors may be deemed to be interested to the extent of certain related party transactions that were undertaken with them
by our Company. Our Directors may also be deemed to be interested in the contract agreement /arrangements entered into or to
be entered into by our Company in the normal course of business with any company in which they hold directorships or any
partnership firm in which they are partners. For further details, see “Restated Consolidated Financial Information – Note: 35
Related Party Transactions” on page 335.
Our Directors may also be deemed to be interested to the extent of any directorships or equity shares held by them in our
Subsidiaries.
None of our Directors have any interest in any property acquired or proposed to be acquired by our Company.
Except as stated in “Restated Consolidated Financial Information – Note 35: Related Party Transactions” on page 335, no
amount or benefit has been paid or given within the two years preceding the date of filing of this Prospectus or is intended to
be paid or given to any of our Directors.
None of our Directors have any other interest in our Company or in any transaction by our Company including, for acquisition
of land, construction of buildings or supply of machinery.
None of our Directors have availed loans from our Company.
Interest in the promotion and formation of our Company
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While Sriharsha Majety and Lakshmi Nandan Reddy Obul are initial subscribers to our Memorandum of Association, our
Company does not have any identifiable promoter.
Changes in the Board in the last three years
Details of the changes in our Board in the last three years preceding the date of this Prospectus are set forth below:
Name Date of Appointment/ Change/ Cessation Reason
Daniel Joram Brody November 15, 2021 Resignation as a nominee director
Rahul Jaimini November 18, 2021 Resignation as a nominee director
Mallika Srinivasan January 24, 2023 Appointment as an independent director
Shailesh Vishnubhai Haribhakti January 24, 2023 Appointment as an independent director
Sahil Barua January 24, 2023 Appointment as an independent director
Lawrence Charles Illg December 1, 2023 Resignation as a nominee director
Anand Kripalu December 4, 2023 Appointment as an independent director
Roger Clark Rabalais December 4, 2023 Appointment as a nominee director
Mallika Srinivasan January 18, 2024 Resignation as an independent director
Suparna Mitra April 1, 2024 Appointment as independent director
Borrowing Powers of our Board of Directors
In accordance with the provisions of the Articles of Association, the Board may, borrow or raise any monies required for the
purpose of our Company upon such terms and in such manner with or without security as it may determine.
Corporate Governance
The provisions of the SEBI Listing Regulations with respect to corporate governance will be applicable to us immediately upon
the listing of the Equity Shares with the Stock Exchanges. We are in compliance with the requirements of the applicable
provisions of the SEBI Listing Regulations, and the Companies Act, in respect of corporate governance including constitution
of our Board and Committees thereof.
As on the date of this Prospectus, our Board comprises ten Directors including two Executive Directors, eight Non-Executive
Directors, of whom four are Independent Directors (including one woman Director).
In compliance with Section 152 of the Companies Act, not less than two-thirds of the Directors (excluding Independent
Directors) are liable to retire by rotation.
Committees of our Board
Details of the Committees required under SEBI Listing Regulations and the Companies Act are set forth below. In addition to
the Committees of our Board described below, our Board of Directors may, from time to time, constitute committees for various
functions.
Audit Committee
The members of the Audit Committee are:
Sr. No. Name of Director Committee Designation
1. Shailesh Vishnubhai Haribhakti Chairperson
2. Roger Clark Rabalais Member
3. Anand Kripalu Member
The Audit Committee was constituted pursuant to a resolution passed by our Board on January 10, 2024. The scope and
functions of the Audit Committee is in accordance with the Section 177 of the Companies Act and SEBI Listing Regulations.
The terms of reference of the Audit Committee include the following:
1. oversight of Company’s financial reporting process and the disclosure of its financial information to ensure that the
financial statement is correct, sufficient and credible;
2. reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the
board for approval, with particular reference to:
a. matters required to be included in the director’s responsibility statement to be included in the board’s report in
terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
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b. changes, if any, in accounting policies and practices and reasons for the same;
c. major accounting entries involving estimates based on the exercise of judgment by management;
d. significant adjustments made in the financial statements arising out of audit findings;
e. compliance with listing and other legal requirements relating to financial statements;
f. disclosure of any related party transactions; and
g. modified opinion(s) in the draft audit report.
3. reviewing, with the management, the quarterly financial statements before submission to the board for approval;
4. scrutiny of inter-corporate loans and investments
5. reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights
issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document
/ prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public
issue or rights issue or preferential issue or qualified institutional placement, and making appropriate recommendations
to the board to take up steps in this matter;
6. reviewing the management discussion and analysis of financial condition and results of operations;
7. formulation of a policy, in consultation on related party transactions, which shall include materiality of related party
transactions;
8. statement of deviations:
a. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock
exchange(s) in terms of Regulation 32(1) of SEBI Listing Regulations.
b. annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in
terms of Regulation 32(7) of SEBI Listing Regulations.
9. reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;
10. evaluation of internal financial controls and risk management systems;
11. recommendation for appointment, remuneration and terms of appointment of auditors of our Company;
12. approval of payment to statutory auditors for any other services rendered by the statutory auditors;
13. reviewing management letters / letters of internal control weaknesses issued by the statutory auditors;
14. discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit
discussion to ascertain any area of concern;
15. reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
16. reviewing the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review
by the audit committee;
17. reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing
and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
18. reviewing internal audit reports relating to internal control weaknesses
19. discussion with internal auditors of any significant findings and follow up there on;
20. reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud
or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
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21. reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding
₹100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances /
investments;
22. approval or any subsequent modification of transactions of our Company with related parties;
23. approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of
the candidate;
24. valuations of undertakings or assets of our Company, wherever it is necessary;
25. to review the functioning of the whistle blower mechanism;
26. to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case
of non-payment of declared dividends) and creditors;
27. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation
etc., on our Company and its shareholders.
28. to formulate, review and make recommendations to the Board, to amend the audit committee charter from time to time;
and
29. to mandatorily review and confirm such information as may be prescribed under the Companies Act, and the rules
thereunder, SEBI ICDR Regulations and the SEBI Listing Regulations, each as amended.
Nomination and Remuneration Committee
The members of the Nomination and Remuneration Committee are:
Sr. No. Name of Director Committee Designation
1. Suparna Mitra Chairperson
2. Sahil Barua Member
3. Ashutosh Sharma Member
4. Anand Kripalu Member
The Nomination and Remuneration Committee was constituted pursuant to resolution passed by our Board January 10, 2024,
and was re-constituted by way of resolution passed by our Board dated April 1, 2024. The scope and functions of the Nomination
and Remuneration Committee is in accordance with the Section 178 of the Companies Act and SEBI Listing Regulations. The
terms of reference of the Nomination and Remuneration Committee include the following:
(a) to formulate the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other
employees;
(b) to formulate criteria for and mechanism of evaluation of performance of independent directors and the Board;
(c) for every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the
balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of
the role and capabilities required of an independent director. The person recommended to the Board for appointment
as an independent director shall have the capabilities identified in such description. For the purpose of identifying
suitable candidates, the Nomination and Remuneration Committee may:
i. use the services of an external agencies, if required;
ii. consider candidates from a wide range of backgrounds, having due regard to diversity; and
iii. consider the time commitments of the candidates.
(d) to devise a policy on diversity of Board;
(e) to identify persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the Board their appointment and removal;
(f) to specify the manner for effective evaluation of performance of Board, its Committees and individual Directors to be
carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency
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and review its implementation and compliance;
(g) to extend or continue the term of appointment of the independent director, on the basis of the report of performance
evaluation of independent directors;
(h) recommend to the Board, all remuneration, in whatever form, payable to senior management;
(i) to review the compensation structure including the annual base salary, annual incentive bonus, equity compensation
and any other benefits including the compensation policies put forth by the Human Resource department in its
guidelines; and
(j) to carry out any other function as is mandated by the Board from time to time.
Stakeholders Relationship Committee
The members of the Stakeholders Relationship Committee are:
Sr. No. Name of Director Committee Designation
1. Anand Daniel Chairperson
2. Lakshmi Nandan Reddy Obul Member
3. Suparna Mitra Member
The Stakeholders Relationship Committee was constituted pursuant to resolution passed by our Board on January 10, 2024, and
was re-constituted by way of resolution passed by our Board dated April 1, 2024. The scope and functions of the Stakeholders
Relationship Committee is in accordance with the Section 178 of the Companies Act and SEBI Listing Regulations. The terms
of reference of the Stakeholders Relationship Committee include the following:
(a) look after various aspects of interest of shareholders, debenture holders and other security holders of our Company;
(b) review engagement programs with investors, proxy advisors, ratings agencies, etc. and oversee investors movement,
share register and investor-friendly initiatives;
(c) undertake self-evaluation of functioning of the Stakeholders Relationship Committee and identification of areas for
improvement towards better governance;
(d) approve transfer or transmission of shares, if any required, issue of duplicate certificates and new certificates on split/
consolidation/ renewal, etc;
(e) shall resolve the grievances of the security holders of our Company including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate
certificates, general meetings;
(f) review of measures taken for effective exercise of voting rights by shareholders;
(g) review of adherence to the service standards adopted by our Company in respect of various services being rendered by
the registrar and share transfer agent; and
(h) review of the various measures and initiatives taken by our Company for reducing the quantum of unclaimed dividends
and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of our Company.
Risk Management Committee
The members of the Risk Management Committee are:
Sr. No. Name of Director Committee Designation
1. Sriharsha Majety Chairperson
2. Shailesh Vishnubhai Haribhakti Member
3. Sahil Barua Member
The Risk Management Committee was constituted pursuant to resolution passed by our Board on January 10, 2024. The scope
and functions of the Risk Management Committee is in accordance with the SEBI Listing Regulations. The terms of reference
of the Risk Management Committee include the following:
(a) to formulate a detailed risk management policy which shall include:
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i. a framework for identification of internal and external risks specifically faced by our Company, in particular
including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber
security risks or any other risk as may be determined by the Risk Management Committee;
ii. measures for risk mitigation including systems and processes for internal control of identified risks; and
iii. business continuity plan.
(b) ensure that appropriate methodology, processes and systems are in place relating to identification and evaluation of all
types of risks, namely, strategic, operational, legal and regulatory, information systems and external risks that our
Company/ its subsidiaries is exposed to;
(c) to monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk
management systems;
(d) to periodically review the risk management policy, at least once in two years, including by considering the changing
industry dynamics and evolving complexity;
(e) to keep the Board informed about the nature and content of its discussions, recommendations and actions to be taken;
(f) the appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by
the Risk Management Committee; and
(g) the powers to seek information from any employee, obtain legal or other professional advice and secure attendance of
outsiders with relevant expertise, if it considers necessary.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee of our Board consists of four members. The members of the Corporate Social
Responsibility Committee are:
S. No Name and designation Committee designation
1. Sriharsha Majety Chairman
2. Anand Kripalu Member
3. Suparna Mitra Member
The Corporate Social Responsibility Committee was constituted pursuant to resolution passed by our Board on January 10,
2024 and was re-constituted by way of resolution passed by our Board dated April 1, 2024. The scope and functions of the
Corporate Social Responsibility Committee are in accordance with Section 135 of the Companies Act, 2013.
The terms of reference of the Corporate Social Responsibility Committee of our Company are set forth below:
(a) Formulation and recommendation of a corporate social responsibility policy to the Board, indicating the activities to
be undertaken by the Company in areas or subject specified in the Companies Act, 2013 and an annual action plan in
pursuance of the corporate social responsibility policy The activities should be within the list of permitted activities
specified in the Companies Act, 2013 and the rules thereunder;
(b) Recommending the amount of expenditure to be incurred on corporate social responsibility activities,
amount to be at least 2% of the average net profit of the Company in the three immediately preceding
financial years or where the Company has not completed the period of three financial years since its
incorporation, during such immediately preceding financial years;
(c) Instituting a transparent monitoring mechanism for implementation of the corporate social responsibility
projects or programs or activities undertaken by the Company;
(d) Monitoring the corporate social responsibility policy from time to time and issuing necessary directions as required
for proper implementation and timely completion of corporate social responsibility programmes;
(e) Identifying corporate social responsibility policy partners and corporate social responsibility policy
programmes;
(f) Identifying and appointing the corporate social responsibility team of the Company including corporate
social responsibility manager, wherever required; and
(g) Performing such other duties and functions as the Board may require the corporate social responsibility
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committee to undertake to promote the corporate social responsibility activities of the Company or as may be
prescribed under the Companies Act, 2013 and/or any other applicable law or by any regulatory authority and perform
such other functions as may be necessary or appropriate for the performance of its duties.
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Management Organization Chart
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Key Managerial Personnel of our Company
In addition to Sriharsha Majety, Managing Director and Group CEO and Lakshmi Nandan Reddy Obul, Whole-time Director -
Head of Innovation of our Company whose details are provided in “- Brief biographies of Directors” on page 260, the details
of our other Key Managerial Personnel in terms of the SEBI ICDR Regulations, as of the date of this Prospectus are set forth
below:
Rahul Bothra is the Chief Financial Officer of our Company. He has been associated with our Company since September 1,
2017. He is a qualified chartered accountant and is an associate member of the Institute of Chartered Accountants of India. He
holds a bachelor’s degree in commerce from Bangalore University. He has domestic and international experience in various
fields including accounting, business finance, treasury, taxation, mergers and acquisitions, and assurance. Prior to joining our
Company, he was associated with Wipro Limited, Britannia Industries Limited and Olam International Limited. He joined our
Company as the Chief Financial Officer. During Fiscal 2024, he received a remuneration of ₹ 100.42 million (includes a one-
time ex-gratia payment of ₹ 70.40 million and excludes ESOP perquisites and any accrual for share-based payment) from our
Company.
M. Sridhar is the Company Secretary and Compliance Officer of our Company. He has been associated with our Company
since February 5, 2024 and has been appointed as the Company Secretary and Compliance Officer from April 1, 2024. He is a
fellow member of the Institute of Company Secretaries of India. He holds a bachelor’s degree in commerce from Calcutta
University and bachelor’s in general law from Annamalai University. Prior to joining our Company, he was associated with
Himatsingka Seide Limited, Prestige Estates Projects Limited, Shyamaraju & Company (India) Private Limited, GMR Energy
Limited, S&S Power Switchgear Limited, Teledata Marine Solutions Limited and Peerless Securities Limited. During Fiscal
2024, he received a remuneration of ₹ 0.99 million (includes contribution to NPS and other perquisites of ₹0.19 million and
excludes any accrual for share-based payment) from our Company.
Senior Management Personnel of our Company
In addition to Rahul Bothra, the Chief Financial Officer of our Company and M. Sridhar, the Company Secretary and
Compliance Officer of our Company, whose details are provided in “- Key Managerial Personnel of our Company” on page
273, the details of our other Senior Management Personnel in terms of the SEBI ICDR Regulations, as of the date of this
Prospectus are set forth below:
Phani Kishan Addepalli is the Chief Growth Officer. He has been associated with our Company since March 10, 2015. He
holds a bachelor’s degree in technology in computer science and engineering from Indian Institute of Technology, Madras and
a post graduate diploma in management from Indian Institute of Management, Calcutta. Prior to joining our Company, he was
associated with Boston Consulting Group (India) Private Limited as a senior associate. During Fiscal 2024, he received a
remuneration of ₹ 65.00 million (includes a one-time ex-gratia payment of ₹ 45.00 million and excludes any accrual for share-
based payment) from our Company.
Rohit Kapoor is the Chief Executive Officer – Food Marketplace of our Company. He has been associated with our Company
since August 16, 2022. He holds a bachelor’s degree in commerce from the University of Calcutta and has completed the post
graduate programme in management from Indian School of Business. He has cleared level 3 of the Chartered Financial Analyst
examination. Prior to joining our Company, he was associated with Oravel Stays Limited (OYO) as the Global CMO and Max
Healthcare Institute Ltd. as a senior director and chief growth officer in growth department, Mckinsey & Company Inc – India
branch as an engagement manager. During Fiscal 2024, he received a remuneration of ₹ 82.84 million (includes a one-time ex-
gratia payment of ₹ 14.30 million and excludes any accrual for share-based payment) from our Company.
Madhusudhan Rao Subbarao is the Chief Technology Officer of our Company. He has been associated with our Company
since June 21, 2018. He holds a bachelor’s degree in engineering, computer science from Visveswaraiah Technological
University, Belgaum, Karnataka. Prior to joining our Company, he was associated with Boomerang Commerce India Private
Limited and Amazon. He joined our Company as a vice president – engineering. During Fiscal 2024, he received a remuneration
of ₹ 62.94 million (includes a one-time ex-gratia payment of ₹ 30.00 million and contribution to NPS and other perquisites of
₹ 1.10 million) and excludes any accrual for share-based payment) from our Company.
Girish Menon is the Chief Human Resources Officer of our Company. He has been associated with our Company since April
19, 2016. He holds a bachelor’s degree in mechanical engineering from Annamalai University, a bachelor’s degree in law from
Karnataka State Law University Navanagar, Hubli and a post graduate diploma in business management from Xavier’s Institute
of Management & Entrepreneurship, Bangalore. He has completed the “Brain-Based Conversation Skills and Engagement”
course from NeuroLeadership Institute. Prior to joining our Company, he was associated with Flipkart Internet Private Limited
as an associate director – HRBP, Indus Mobile Distribution Private Limited as a vice president - HR, HSBC as a vice president
– regional HR, Vistaar Livelihood Financial Services Private Limited as a vice president – human resources and Fullerton India
Credit Company Limited as an assistant vice president. He has received honours such as the “BW People 40 Under 40 Club of
Achievers 2020”, “ETHRWorld 50 HR Thought Leaders of 2022”, and “ETHRWorld 50 HR Thought Leaders of 2024”. He
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joined our Company as a vice president – HR. During Fiscal 2024, he received a remuneration of ₹ 73.69 million (includes a
one-time ex-gratia payment of ₹ 45.00 million and excludes any accrual for share-based payment) from our Company.
Amitesh Jha is the Chief Executive Officer – Instamart effective from September 4, 2024. He holds a bachelor’s degree in
technology (chemical engineering), master’s degree in technology (process engineering and design) from the Indian Institute
of Technology, Delhi, and has completed the post graduate programme in management from Indian Institute of Management,
Ahmedabad. Previously, he was associated with Flipkart Private Limited for 14 years as senior vice president. During Fiscal
2024, he has not received any remuneration from our Company.
Status of Key Managerial Personnel and Senior Management Personnel
As on the date of this Prospectus, all our Key Managerial Personnel and Senior Management Personnel are permanent
employees of our Company.
Shareholding of Key Managerial Personnel and Senior Management Personnel in our Company
Except as disclosed in “Capital Structure - Shareholding of our Directors, Key Managerial Personnel and Senior Management”
on page 125, none of our Key Managerial Personnel and Senior Management Personnel hold any Equity Shares in our Company.
Bonus or Profit-Sharing Plans of the Key Managerial Personnel and Senior Management Personnel
None of our Key Managerial Personnel or Senior Management Personnel is entitled to any bonus (excluding performance linked
incentive which is part of their remuneration) or profit-sharing plans of our Company.
Interests of Key Managerial Personnel and Senior Management Personnel
None of our Key Managerial Personnel and Senior Management Personnel have any interests in our Company, other than to
the extent of (i) the remuneration or benefits to which they are entitled in accordance with the terms of their appointment or
reimbursement of expenses incurred by them during the ordinary course of business by our Company; (ii) the Equity Shares
and employee stock options held by or on behalf of them, if any, and any dividend payable to them and other benefits/
distributions arising out of such shareholding and (iii) as provided in “– Interest of Directors” on page 264. For details, see “-
Shareholding of the Key Managerial Personnel and Senior Management Personnel” on page 274.
Contingent and deferred compensation payable to our Key Managerial Personnel and Senior Management Personnel
There is no contingent or deferred compensation accrued for Fiscal 2024 and payable to the Key Managerial Personnel and
Senior Management Personnel.
Arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which our Key
Managerial Personnel and Senior Management Personnel have been appointed as a Key Managerial Personnel and
Senior Management Personnel
None of our Key Managerial Personnel and Senior Management Personnel have been appointed pursuant to any arrangement
or understanding with major shareholders, customers, suppliers or others.
Service Contracts with Key Managerial Personnel and Senior Management Personnel
Except statutory entitlements for benefits upon termination of their employment in our Company or retirement, no Key
Managerial Personnel and Senior Management Personnel has entered into a service contract with our Company pursuant to
which they are entitled to any benefits upon termination of employment.
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Changes in Key Managerial Personnel and Senior Management Personnel
Other than as disclosed in “Changes in the Board in the last three years” on page 265, the changes in the Key Managerial
Personnel and Senior Management Personnel in the preceding three years are as follows:
Name Designation Date of Change Reason for Change
Rohit Kapoor Chief Executive Officer – August 16, 2022 Appointment as Chief Executive Officer – Food
Food Marketplace Marketplace
Dale Vaz Chief Technology Officer May 31, 2023 Resignation as Chief Technology Officer
Madhusudhan Rao Subbarao Chief Technology Officer January 1, 2024 Re-designation as Chief Technology Officer
Sonal Bhandari Company Secretary January 8, 2024 Resignation as Company Secretary
Ashwath Swaminathan* Chief Growth Management January 29, 2024 Appointment as Chief Growth and Marketing
Officer Officer
M. Sridhar Company Secretary and April 1, 2024 Appointment as Company Secretary and
Compliance officer Compliance Officer
Phani Kishan Addepalli Chief Growth Officer September 4, 2024 Re-designation as Chief Growth Officer
Amitesh Jha Chief Executive Officer – September 4, 2024 Appointment as Chief Executive Officer –
Instamart Instamart
*Ashwath Swaminathan has resigned as the Chief Growth and Marketing Officer, effective from September 30, 2024
Payment or benefit to Key Managerial Personnel and Senior Management Personnel
No non-salary amount or benefit has been paid or given to any officer of our Company including Key Managerial Personnel or
Senior Management Personnel, within the two years preceding the date of this Prospectus or is intended to be paid or given,
other than in the ordinary course of their employment or any employee stock options, for services rendered as officers of our
Company, or dividend that may be payable in their capacity as Shareholders. For details of the related party transactions, see
“Restated Consolidated Financial Information – Note 35: Related Party Transactions” on page 335.
Employee Stock Options
For details of employee stock options provided to our Key Managerial Personnel and Senior Management Personnel, see
“Capital Structure – Employee Stock Options Schemes of our Company” on page 130.
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OUR PRINCIPAL SHAREHOLDER
Our Company does not have an identifiable promoter in terms of SEBI ICDR Regulations and the Companies Act 2013.
Consequently, there are no members forming part of the ‘promoter group’ in terms of the SEBI ICDR Regulations.
Principal Shareholders
1. Shareholders who controls 15% or more of the voting rights in our Company
Except for MIH India Food Holdings B.V., which holds 30.95 % of the issued and paid up Equity Share capital of our
Company on a fully diluted basis, as on the date of this Prospectus, no other Shareholder individually or along with the
persons acting in concert controls 15% or more of the voting rights in our Company. See “Capital Structure – Notes to the
Capital Structure – Details of shareholding of the major Shareholders of our Company” and “History and Certain
Corporate Matters – Shareholders’ agreements and other agreements – Shareholders’ agreements” on pages 126 and 245,
respectively.
MIH India Food Holdings B.V., is also one of our Group Companies, and is also participating in the Offer for Sale.
2. Persons who have the right to appoint director(s) on our Board
Under the Shareholders’ Agreement, the parties thereof have agreed that for so long as (i) Accel Entities (collectively) hold
at least 5% (five percent) of the share capital of the Company on a fully diluted basis, they shall have the right to nominate
and maintain 1 (one) Director on the Board (“Accel Director”); (ii) MIH holds at least 5% (five percent) of the share
capital of the Company on a fully diluted basis, it shall have the right to nominate and maintain 2 (two) Directors on the
Board (“MIH Director”); and (iii) Softbank holds at least 5% (five percent) of the share capital of the Company on a fully
diluted basis, it shall have the right to nominate and maintain 1 (one) Director on the Board (“Softbank Director”). The
Founders collectively have the right to nominate 2 (two) Directors to the Board and so long as such Founders are employed
with the Company, they shall themselves be on the Board.
On listing of the Equity Share pursuant to the IPO, the Company shall undertake to place the following provisions in its
Articles of Association for approval of its Shareholders through a special resolution:
(i) In relation to MIH:
(A) so long as it holds such number of Equity Shares aggregating to at least 5% (five percent) of the Equity Share
capital of the Company, it shall have a right to nominate 1 (one) Director to the Board of the Company.
(B) subject to the conditions provided in the Shareholders’ Agreement, so long as it continues to hold such number
of Equity Shares aggregating to at least 15% (fifteen percent) of the Equity Share capital of the Company, it shall
have a right to nominate 1 (one) additional Director in addition to (A), aggregating to 2 (two) Directors;
(C) in the event that MIH transfers its Equity Shares representing 10% (ten percent) or more of the Equity Share
capital of the Company, in either a single transaction or a series of transactions within a period of 6 (six) months,
to any person, who is not a prohibited party (as defined in the Amendment cum Waiver Agreement), MIH shall
have the right to transfer the right to nominate 1 (one) Director to the aforementioned person (“MIH Seat
Holder”). It is clarified that such right to nominate transferred to the MIH Seat Holder shall not be further
transferable by the MIH Seat Holder to any other person including its affiliates. It is further clarified that in the
event that the MIH Seat Holder subsequently or simultaneously, acquires further Equity Shares pursuant to which,
MIH Seat Holder’s aggregate shareholding in the Company represents 15% (fifteen percent) or more of the Equity
Share capital of the Company, it shall not have the right to nominate a Director under (iv);
(ii) Accel Entities shall, so long as they hold such number of Equity Shares aggregating to at least 5% (five percent) of the
Equity Share capital of the Company, collectively have a right to nominate 1 (one) Director;
(iii) SoftBank shall, so long as it holds such number of Equity Shares aggregating to at least 5% (five percent) of the Equity
Share capital of the Company, have a right to nominate 1 (one) Director;
(iv) Other than the Accel Entities, MIH, Softbank and MIH Seat Holder, any person(s) who is not a prohibited party (as
defined in the Amendment cum Waiver Agreement) and holds such number of Equity Shares aggregating to at least
15% (fifteen percent) of the Equity Share capital of the Company, shall have the right to nominate 1 (one) Director;
and
276
(v) So long as: (A) Sriharsha Majety holds (a) atleast 67,704,848 Equity Shares of the Company (as proportionally revised
to reflect any reorganisations, bonus issuances, stock splits or similar actions); or (b) a “senior management” position
(as defined in SEBI Listing Regulations), he shall have the right to nominate himself to the Board; (B) Lakshmi Nandan
Reddy Obul (a) holds atleast 16,872,943 Equity Shares of the Company (as proportionally revised to reflect any
reorganisations, bonus issuances, stock splits or similar actions); and (b) is a permanent full-time employee of the
Company, whichever is later, he shall have the right to nominate himself to the Board.
For details, see “History and Certain Corporate Matters – Shareholders’ agreements and other agreements – Shareholders’
agreements” and “Our Management” on pages 245, and 257, respectively.
277
DIVIDEND POLICY
The declaration and payment of dividends on our Equity Shares, if any, will be recommended by our Board to the Shareholders
for their approval, at their discretion, subject to compliance with the provisions of the Articles of Association, Companies Act,
including the rules made thereunder and other relevant regulations, if any, each as amended. Further our Board shall also have
the absolute power to declare interim dividend in compliance with the Act. The dividend distribution policy of our Company
was approved and adopted by our Board on April 18, 2024 (“Dividend Policy”).
In terms of the Dividend Policy, the declaration and payment of dividend will depend on a number of internal and external
factors. Some of the internal factors on the basis of which our Company may declare dividend shall inter alia include profits of
our Company; present and future expenditure plans of our Company including organic / inorganic growth opportunities; cost
of borrowings and financial commitments with respect to the outstanding borrowings and interest thereon; financial requirement
for business expansion and/or diversification, acquisition etc of new businesses; past dividend trend of our Company and the
industry; cash flows; any other significant developments or corporate action (including but not limited to bonus issue, buy back
of shares, capital restructuring, debt reduction and capitalisation of shares) that require cash investments and any other relevant
or material factor as may be deemed fit by the Board. Some of the external factors on the basis of which our Company may
declare dividend shall inter alia include any significant changes in macro-economic environment affecting India or the
geographies in which our Company operates, or the business of our Company or our clients; any significant change in the
business or technological environment resulting in our Company making significant investments to effect the necessary changes
to its business model; state of economy and capital markets; any changes in the competitive environment requiring significant
investment; regulatory changes including introduction of new or changes in existing tax or regulatory requirements (including
dividend distribution tax) having significant impact on our Company’s operations or finances; and any other relevant or material
factor(s) as may be deemed fit by the Board.
There is no guarantee that any dividends will be declared or paid in the future. For details in relation to risks involved in this
regard, see “Risk Factors – We cannot assure payment of dividends on the Equity Shares in the future.” on page 67.
Our Company has not declared and paid any dividend in the three Fiscals and the three months ended June 30, 2024, preceding
the date of this Prospectus and the period from July 1, 2024, until the date of this Prospectus.
278
SECTION V: FINANCIAL INFORMATION
RESTATED CONSOLIDATED FINANCIAL INFORMATION
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279
Embassy Golf Links Business Park
B S R & Co. LLP Pebble Beach, B Block, 3rd Floor
No. 13/2, Off Intermediate Ring Road
Chartered Accountants Bengaluru – 560 071, India
Telephone + 91 80 4682 3000
Fax + 91 80 4682 3999
INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED CONSOLIDATED
FINANCIAL INFORMATION
The Board of Directors
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
No.55 Sy No.8-14, Ground Floor, I&J Block, Embassy Tech Village,
Outer Ring Road, Devarbisanahalli,
Bengaluru, Karnataka, India, 560103
Dear Sirs,
1. We B S R & Co. LLP, Chartered Accountants (“we” or “us”) have examined the attached
Restated Consolidated Financial Information of Swiggy Limited (formerly known as Swiggy
Private Limited, Bundl Technologies Private Limited) (the “Company” or the “Issuer”) and
its subsidiaries (the Company and its subsidiaries together referred to as the “Group") and its
associate comprising the Restated Consolidated Statement of Assets and Liabilities as at 30
June 2024, 30 June 2023, 31 March 2024, 31 March 2023 and 31 March 2022, the Restated
Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the
Restated Consolidated Statement of Changes in Equity, the Restated Consolidated Statement
of Cash Flows for the three months periods ended 30 June 2024 and 30 June 2023 and for the
years ended 31 March 2024, 31 March 2023 and 31 March 2022, the Summary of material
accounting policies, and other explanatory notes (collectively, the “Restated Consolidated
Financial Information”), as approved by the board of directors of the Company at their
meeting held on 24 September 2024 for the purpose of inclusion in the Updated Draft Red
Herring Prospectus – I (“UDRHP-I”), Red Herring Prospectus (“RHP”) and Prospectus
prepared by the Company in connection with its proposed Initial Public Offer of equity shares
(“Proposed IPO”) prepared in terms of the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended (the “Act”);
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended ("ICDR Regulations"); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the
Institute of Chartered Accountants of India (“ICAI”), as amended from time to time (the
“Guidance Note”).
Registered Office:
B S R & Co. (a partnership firm with Registration No. BA61223) converted into B S R & Co. LLP 14th Floor, Central B Wing and North C Wing, Nesco IT Park 4, Nesco
(a Limited Liability Partnership with LLP Registration No. AAB-8181) with effect from October 14, 2013 Center, Western Express Highway, Goregaon (East), Mumbai - 400063
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B S R & Co. LLP
2. The Company’s Board of Directors is responsible for the preparation of the Restated
Consolidated Financial Information for the purpose of inclusion in the UDRHP-I, RHP and
Prospectus to be filed with Securities and Exchange Board of India (“SEBI”), BSE Limited
and National Stock Exchange of India Limited where the equity shares of the Company are
proposed to be listed (“Stock Exchanges”) and the Registrar of Companies, Karnataka,
situated at Bangalore (“RoC”) in connection with the Proposed IPO. The Restated
Consolidated Financial Information have been prepared by the management of the
Company on the basis of preparation stated in Note 2.1 to the Restated Consolidated
Financial Information. The responsibility of respective board of directors of the companies
included in the Group and of its associate includes designing, implementing and
maintaining adequate internal control relevant to the preparation and presentation of the
Restated Consolidated Financial Information. The respective board of directors are also
responsible for identifying and ensuring that the Group and its associate complies with
the Act, ICDR Regulations and the Guidance Note.
3. We have examined such Restated Consolidated Financial Information taking into
consideration:
a) The terms of reference and terms of our engagement agreed upon with you in
accordance with our engagement letter dated 12 February 2024 as amended vide
addendum to the engagement letter dated 26 July 2024 in connection with the
Proposed IPO of equity shares of the Company;
b) The Guidance Note. The Guidance Note also requires that we comply with the ethical
requirements of the Code of Ethics issued by the ICAI;
c) Concepts of test checks and materiality to obtain reasonable assurance based on
verification of evidence supporting the Restated Consolidated Financial Information; and
d) The requirements of Section 26 of the Act, and the ICDR Regulations. Our work was
performed solely to assist you in meeting your responsibilities in relation to your
compliance with the Act, the ICDR Regulations and the Guidance Note in connection
with the Proposed IPO.
4. These Restated Consolidated Financial Information have been compiled by the management
from:
a) Audited consolidated interim financial statements of the Group and its associate as at
and for the three months periods ended 30 June 2024 prepared in accordance with
Indian Accounting Standard (Ind AS) 34 "Interim Financial Reporting", specified under
section 133 of the Act and other accounting principles generally accepted in India which
have been approved by the Board of Directors at their meeting held on 24 September
2024.
b) Audited special purpose consolidated interim financial statements of the Group and
its associate as at and for the three months ended 30 June 2023 prepared in accordance
with the basis of preparation as described in note 2.1 to the special purpose consolidated
interim financial statements, which have been approved by the Board of Directors at their
meetings held on 24 September 2024; and
c) Audited consolidated financial statements of the Group a n d its associate as at and for
the years ended 3 1 March 2024, 31 March 2023 and 31 March 2022 prepared in
accordance with the Indian Accounting Standards as prescribed under Section 133 of
the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended,
and other accounting principles generally accepted in India, which have been approved
by the Board of Directors at their meetings held on 28 June 2024, 25 July 2023 and 7
November 2022, respectively.
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B S R & Co. LLP
5. For the purpose of our examination, we have relied on:
a) Auditor’s report issued by us dated 24 September 2024 on the consolidated
interim financial statements of the Group and its associate as at and for the three
months periods ended 30 June 2024 as referred in Paragraph 4 (a) above.
b) Auditor’s report issued by us dated 24 September 2024 on the special purpose
consolidated interim financial statements of the Group and its associate as at and
for the three months periods ended 30 June 2023 as referred in Paragraph 4 (b)
above.
c) Auditor’s report issued by us dated 05 July 2024 report on the consolidated financial
statements of the Group and its associate as at and for the year ended 31 March 2024,
respectively, as referred in Paragraph 4 (c) above. The auditor’s report on the
consolidated financial statements of the Group and its associate as at and for the
year ended 31 March 2024 included the following emphasis of matter paragraph
(as referred in Annexure VII of the Restated Consolidated Financial Information):
Emphasis of matter:
We draw attention to Note 44(ii) of the consolidated financial statements as at and for
the year ended 31 March 2024, which highlights the change in number of weighted
average equity shares considered for calculation of restated loss per share for the year
ended 31 March 2023
Our opinion is not modified in respect of this matter.
d) Auditor’s report issued by the previous auditors, B S R & Associates LLP (the “Previous
Auditors”) dated 25 July 2023 and 7 November 2022 on the consolidated financial
statements of the Group and its associate as at and for the years ended 31 March 2023
and 31 March 2022 respectively, as referred in Paragraph 4 (c) above. The auditor’s
report issued by the Previous Auditors on the consolidated financial statements of the
Group and its associate as at and for the year ended 31 March 2022 included the
following emphasis of matter paragraph (as referred in Annexure VII of the Restated
Consolidated Financial Information):
For the year ended 31 March 2022
Emphasis of Matter
We draw attention to Note 14 (g) to the consolidated financial statements as at and for
the year ended 31 March 2022, which indicates that the comparative information
presented as at and for the year ended 31 March 2021 has been restated with respect to
the impact of accounting for the extinguishment of financial liability and conversion
to equity on waiver of buy back rights.
Our opinion is not modified in respect of this matter.
The audits for the financial years ended 31 March 2023 and 31 March 2022 were
conducted by the Company’s Previous Auditors, and accordingly reliance has been
placed on the restated consolidated statement of assets and liabilities and the restated
consolidated statement of profit and loss (including other comprehensive income),
restated consolidated statement of changes in equity and restated consolidated
statement of cash flows, the summary of material accounting policies, and other
explanatory notes (collectively, the “2023 and 2022 Restated Consolidated
Financial Information”) examined by them for the said years. The examination
report included for the said years is based solely on the report submitted by the
Previous Auditors. They have also confirmed that the 2023 and 2022 Restated
Consolidated Financial Information:
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B S R & Co. LLP
- have been prepared after incorporating adjustments for the changes in accounting
policies, material errors and regrouping/reclassifications retrospectively in the
financial year ended 31 March 2023 and 31 March 2022 to reflect the same
accounting treatment as per the accounting policies and grouping/classifications
followed as at and for the three months period ended 30 June 2024;
- does not contain any qualifications requiring adjustments. However, those
unfavorable remarks, qualifications or adverse remarks in the Companies
(Auditor’s Report) Order, 2020 issued by the Central Government of India in
terms of sub section (11) of section 143 of the Act which do not require any
corrective adjustments in the 2023 and 2022 Restated Consolidated Financial
Information have been disclosed in Annexure VII to the 2023 and 2022 Restated
Consolidated Financial Information; and
- have been prepared in accordance with the Act, ICDR Regulations and the
Guidance Note.
6. As indicated in our audit reports referred above:
We did not audit the financial statements/financial information of an associate for the three
months periods ended 30 June 2024 and 30 June 2023 and for the year ended 31 March 2024
included in the Group and its associate as mentioned in Annexure A(ii), whose share of net
loss (other comprehensive income) included in the consolidated financial statements for the
respective period is tabulated below. These financial statements/ financial information have
not been audited by us or other auditors and is based solely on such unaudited financial
information furnished to us by management of the Company. In our opinion and according to
the information and explanations given to us by the management of the Company, the financial
information is not material to the Group and its associate.
(Rs in million)
For the three months For the three months For the year ended
Particulars
period ended 30 June period ended 30 June 31 March 2024
2024 2023
Share of net loss (Other
0.90 5.00 66.14
comprehensive income)
Our opinion on the consolidated financial statements is not modified in respect of this
matter.
7. Based on examination report dated 24 September 2024 provided by the Company’s Previous
Auditors, the audit reports on the consolidated financial information of the Group and its
associate as at and for the years ended 31 March 2023 and 31 March 2022 issued by the
Previous Auditors included following other matter paragraph:
a) We did not audit the financial statements / financial information of associates for the years
ended 31 March 2023, and 31 March 2022 included in the Group and its associate as
mentioned in Annexure A(iii), whose share of net loss (other comprehensive income)
included in the consolidated financial statements for the respective years is tabulated
below. These financial statements / financial information have not been audited by us or
other auditors and is based solely on such unaudited financial information furnished to
us by management of the Company. In our opinion and according to the information and
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B S R & Co. LLP
explanations given to us by the management of the Company, the financial information
is not material to the Group and its associate.
(Rs in million)
For the year ended 31 For the year ended
Particulars
March 2023 31 March 2022
Share of net loss (Other comprehensive
(1.03) (10.16)
income)
Our opinion on the consolidated financial statements is not modified in respect of this
matter.
8. Based on our examination and according to the information and explanations given to us and
also as per the reliance placed on the examination report submitted by the Previous Auditors
for the respective years, we report that the Restated Consolidated Financial Information:
a) have been prepared after incorporating adjustments for the changes in accounting
policies, material errors and regrouping/reclassifications retrospectively in the three
months period ended 30 June 2023 and for the financial years ended 31 March 2024,
31 March 2023 and 31 March 2022 to reflect the same accounting treatment as per
the accounting policies and grouping/classifications followed as at and for the three
months period ended 30 June 2024;
b) does not contain any qualifications requiring adjustments. Moreover, those
unfavorable remarks, qualifications or adverse remarks in the Companies (Auditor’s
Report) Order, 2020 issued by the Central Government of India in terms of sub
section (11) of section 143 of the Act and certain instances with respect to feature of
recording audit trail (edit log) facility for certain accounting software, pursuant to
the requirements of Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 for
the year ended 31 March 2024, which do not require any corrective adjustments in
the Restated Consolidated Financial Information have been disclosed in Annexure
VII to the Restated Consolidated Financial Information; and
c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance
Note.
9. We have not audited any financial statements of the Group and its associate as of any date or
for any period subsequent to 30 June 2024. Accordingly, we express no opinion on the
financial position, results of operations, cash flows and statement of changes in equity of the
Group and its associate as of any date or for any period subsequent to 30 June 2024.
10. The Restated Consolidated Financial Information do not reflect the effects of events that
occurred subsequent to the respective dates of the reports on the consolidated interim
financial statements and audited consolidated financial statements mentioned in paragraph 4
above.
11. This report should not in any way be construed as a reissuance or re-dating of any of the
previous audit reports issued by us or the Previous Auditors, nor should this report be
construed as a new opinion on any of the financial statements referred to herein.
12. We have no responsibility to update our report for events and circumstances occurring
after the date of the report.
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B S R & Co. LLP
13. Our report is intended solely for use of the Board of Directors for inclusion in the
UDRHP-I, RHP and Prospectus to be filed with SEBI, BSE Limited and National Stock
Exchange of India Limited and the Registrar of Companies, Karnataka, situated at
Bangalore in connection with the Proposed IPO. Our report should not be used, referred to,
or distributed for any other purpose except with our prior consent in writing.
Accordingly, we do not accept or assume any liability or any duty of care for any other
purpose or to any other person to whom this report is shown or into whose hands it may
come without our prior consent in writing.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No: 101248W/W-100022
Sampad Guha Thakurta
Partner
Place: Bengaluru Membership No: 060573
Date: 24 September 2024 UDIN : 24060573BKFGPP1213
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B S R & Co. LLP
Annexure A
(i) List of subsidiaries and associates of Swiggy Limited (formerly known as Swiggy
Private Limited, Bundl Technologies Private Limited)
Name of the Entity Nature of relation
Scootsy Logistics Private Limited Subsidiary
Supr Infotech Solutions Private Limited Subsidiary
Lynks Logistics Limited Subsidiary, effective 29 August 2023
Loyal Hospitality Private Limited Associate effective 1 March 2023
Maverix Platforms Private Limited Associate till 26 December 2021
(ii) Details of associate which are unaudited for the period as referred to in the audit
report
Particulars Year / Period ended
Loyal Hospitality Private Limited 30 June 2024
31 March 2024
30 June 2023
(iii) Details of associates which are unaudited based on the Previous Auditors reports
Particulars Year / Period ended
Maverix Platforms Private Limited From 1 April 2021 to 26 December 2021
Loyal Hospitality Private Limited From 1 March 2023 to 31 March 2023
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Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure I - Restated Consolidated Statement of Assets and Liabilities
(All Amounts in ₹ Million, unless otherwise stated)
As at As at As at As at As at
Note
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
ASSETS
Non-current assets
Property, plant and equipment 3 4,678.60 3,556.03 4,527.85 3,137.49 3,115.80
Right-of-use assets 40 5,926.97 5,670.29 5,877.99 5,458.25 4,622.14
Goodwill 4 6,964.67 3,257.74 6,964.67 3,257.74 109.15
Other intangible assets 4 2,912.61 3,065.78 3,043.11 3,197.38 162.73
Investment in associates 5 602.68 664.72 603.58 669.72 -
Financial assets
Investments 6 16,829.89 13,121.95 13,822.84 16,164.02 12,800.19
Other financial assets 11 962.22 1,099.26 948.89 805.45 573.01
Income tax assets 12 1,740.69 1,774.32 1,603.01 1,574.51 1,091.68
Other assets 13 570.83 260.48 535.99 314.92 246.36
Total non-current assets 41,189.16 32,470.57 37,927.93 34,579.48 22,721.06
Current assets
Inventories 7 562.98 109.03 486.90 106.41 177.40
Financial assets
Investments 6 29,183.16 46,929.47 37,284.70 48,571.52 90,679.83
Trade receivables 8 11,895.90 9,501.66 9,638.50 10,623.49 11,119.32
Cash and cash equivalents 9 8,364.92 12,202.59 8,870.51 8,325.21 10,961.31
Bank balances other than cash and cash equivalents 10 30.06 14.08 38.00 313.97 77.42
Other financial assets 11 9,069.61 7,347.05 8,268.00 6,518.66 3,198.51
Other assets 13 3,116.63 3,294.20 2,779.67 3,767.71 5,122.51
Total current assets 62,223.26 79,398.08 67,366.28 78,226.97 121,336.30
Total assets 103,412.42 111,868.65 105,294.21 112,806.45 144,057.36
EQUITY AND LIABILITIES
Equity
Equity share capital 14 38.09 26.57 30.06 26.57 8.56
Instruments entirely equity in nature 14 150,907.63 155,625.42 155,732.64 155,625.42 155,625.42
Other equity 15 (76,495.80) (69,046.02) (77,848.09) (65,085.87) (32,964.86)
Total equity 74,449.92 86,605.97 77,914.61 90,566.12 122,669.12
Liabilities
Non-current liabilities
Financial liabilities
Borrowings 16 1,546.08 - 959.77 - -
Lease liabilities 40 4,708.83 4,773.39 4,670.59 4,445.77 4,086.67
Other financial liabilities 18 37.78 373.94 - 374.37 185.90
Contract liabilities 19 287.73 - 290.12 - -
Provisions 20 403.44 387.64 391.10 384.94 277.20
Total non-current liabilities 6,983.86 5,534.97 6,311.58 5,205.08 4,549.77
Current liabilities
Financial liabilities
Borrowings 16 1,020.03 - 1,152.09 - -
Lease liabilities 40 1,847.34 1,484.76 1,859.45 1,550.23 995.43
Trade payables 17 9,894.68 8,799.45 8,808.98 8,731.74 9,561.42
Other financial liabilities 18 6,327.27 7,004.95 6,394.16 3,916.56 3,826.63
Contract liabilities 19 161.78 283.64 209.35 350.41 226.86
Other liabilities 21 1,894.07 1,332.69 1,856.74 1,666.94 1,622.20
Provisions 20 833.47 822.22 787.25 819.37 605.93
Total current liabilities 21,978.64 19,727.71 21,068.02 17,035.25 16,838.47
Total liabilities 28,962.50 25,262.68 27,379.60 22,240.33 21,388.24
Total equity and liabilities 103,412.42 111,868.65 105,294.21 112,806.45 144,057.36
The above Annexure should be read with the basis of preparation and Material Accounting Policies appearing in Annexure V, notes to Restated Consolidated Financial Information appearing in Annexure VI
and Statement of Restated Adjustments to the Audited Consolidated Financial Statements appearing in Annexure VII.
As per our report of even date attached for and on behalf of the Board of Directors of
for B S R & Co. LLP Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Chartered Accountants
Firm's Registration Number: 101248W/W-100022
Sampad Guha Thakurta Sriharsha Majety Lakshmi Nandan Reddy Obul
Partner Managing Director & Group Chief Executive Officer Whole-time Director & Head of Innovations
Membership No: 060573 DIN: 06680073 DIN: 06686145
Rahul Bothra M Sridhar
Chief Financial Officer Company Secretary
Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: September 24, 2024 Date: September 24, 2024 Date: September 24, 2024
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Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure II- Restated Consolidated Statement of Profit and Loss
(All Amounts in ₹ Million, unless otherwise stated)
Three months Three months
Year ended Year ended Year ended
Note ended ended
March 31, 2024 March 31, 2023 March 31, 2022
June 30, 2024 June 30, 2023
Income
Revenue from operations 22 32,222.17 23,898.18 112,473.90 82,645.96 57,048.97
Other income 23 878.94 1,198.32 3,869.59 4,498.57 4,148.80
Total income 33,101.11 25,096.50 116,343.49 87,144.53 61,197.77
Expenses
Cost of materials consumed 24 77.69 143.63 610.83 719.99 510.54
Purchases of stock-in-trade 11,951.48 8,970.16 45,547.50 33,019.51 22,245.40
Changes in inventories of stock-in-trade (75.50) (13.30) (116.34) 69.23 (75.46)
Employee benefits expense 25 5,891.85 4,857.80 20,121.64 21,298.20 17,084.90
Finance costs 26 198.26 174.00 714.03 581.92 483.76
Depreciation and amortisation expense 27 1,216.72 912.98 4,205.85 2,857.86 1,700.90
Other expenses
Advertising and sales promotion 4,453.73 4,871.35 18,507.99 25,011.60 20,050.73
Delivery and related charges 10,460.45 7,490.01 33,510.59 28,349.44 20,688.13
Others 28 4,904.90 3,319.01 16,371.75 16,936.24 13,055.63
Total expenses 39,079.58 30,725.64 139,473.84 128,843.99 95,744.53
Loss before share of loss of an associate, exceptional items and tax (5,978.47) (5,629.14) (23,130.35) (41,699.46) (34,546.76)
Share in net loss of an associate (0.90) (5.00) (66.14) (1.03) (10.16)
Loss before exceptional items and tax (5,979.37) (5,634.14) (23,196.49) (41,700.49) (34,556.92)
Exceptional items 29 (130.70) (6.70) (305.94) (92.56) (1,732.04)
Loss before tax (6,110.07) (5,640.84) (23,502.43) (41,793.05) (36,288.96)
Tax expense: - - - - -
Current tax - - - - -
Deferred tax - - - - -
Total tax expense - - - - -
Loss for the period/year (6,110.07) (5,640.84) (23,502.43) (41,793.05) (36,288.96)
Other comprehensive income ('OCI'), net of tax
Items that will not be reclassified subsequently to profit or loss:
- Changes in fair value of equity instruments carried at fair value through other 54.58 - 931.68 (95.86) -
comprehensive income ('FVTOCI") (Refer note 6.1 and 6.2)
- Re-measurement gain/ (loss) on defined benefit plans (Refer note 32(b)) (2.34) 12.57 11.25 (32.82) (23.32)
Other comprehensive income/ (loss) for the period/year 52.24 12.57 942.93 (128.68) (23.32)
Total comprehensive loss for the period/year, net of tax (6,057.83) (5,628.27) (22,559.50) (41,921.73) (36,312.28)
Loss per equity share - Basic and Diluted (in ₹) (face value of ₹ 1.00 each) (2.76) (2.58) (10.70) (19.33) (18.62)
The above Annexure should be read with the basis of preparation and Material Accounting Policies appearing in Annexure V, notes to Restated Consolidated Financial Information appearing in Annexure VI
and Statement of Restated Adjustments to the Audited Consolidated Financial Statements appearing in Annexure VII.
As per our report of even date attached for and on behalf of the Board of Directors of
for B S R & Co. LLP Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Chartered Accountants
Firm's Registration Number: 101248W/W-100022
Sampad Guha Thakurta Sriharsha Majety Lakshmi Nandan Reddy Obul
Partner Managing Director & Group Chief Executive Officer Whole-time Director & Head of Innovations
Membership No: 060573 DIN: 06680073 DIN: 06686145
Rahul Bothra M Sridhar
Chief Financial Officer Company Secretary
Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: September 24, 2024 Date: September 24, 2024 Date: September 24, 2024
288
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure III - Restated Consolidated Statement of Changes in Equity
(All Amounts in ₹ Million, unless otherwise stated)
a. Equity share capital (Refer note 14)
Equity share capital
(Equity shares of ₹ 1.00)
Number Amount
As at April 01, 2021 104,802 0.10
Add: Issued during the year 11,702 0.01
Add: Conversion of Bonus Compulsorily Convertible Cumulative Preference Shares ("CCCPS") to equity shares 8,446,200 8.45
As at March 31, 2022 8,562,704 8.56
Add: Issued during the year 18,011,135 18.01
As at March 31, 2023 26,573,839 26.57
Add: Issued during the period - -
As at June 30, 2023 26,573,839 26.57
As at April 01, 2023 26,573,839 26.57
Add: Issued during the year 3,491,846 3.49
As at March 31, 2024 30,065,685 30.06
Add: Converted during the period 8,025,346 8.03
As at June 30, 2024 38,091,031 38.09
b. Instruments entirely equity in nature (Refer note 14)
Instruments entirely equity in Instruments entirely equity in
Instruments entirely equity in nature
nature nature Total
(CCCPS of ₹ 1,000.00)
(CCCPS of ₹ 10.00) (CCCPS of ₹ 10,000.00)
Number Amount Number Amount Number Amount Number Amount
As at April 01, 2021 884,674 8.85 - - - - 884,674 8.85
Add: Issued during the year 357,006 3.56 - - 95,361 953.61 452,367 957.17
Add: Issue of Bonus CCCPS - - 163,105,600 163,105.60 - - 163,105,600 163,105.60
Less: Conversion of Bonus CCCPS to equity
- - (8,446,200) (8,446.20) - - (8,446,200) (8,446.20)
shares
As at March 31, 2022 1,241,680 12.41 154,659,400 154,659.40 95,361 953.61 155,996,441 155,625.42
Add: Issued during the year - - - - - - - -
As at March 31, 2023 1,241,680 12.41 154,659,400 154,659.40 95,361 953.61 155,996,441 155,625.42
Add: Issued during the period - - - - - - - -
As at June 30, 2023 1,241,680 12.41 154,659,400 154,659.40 95,361 953.61 155,996,441 155,625.42
As at April 01, 2023 1,241,680 12.41 154,659,400 154,659.40 95,361 953.61 155,996,441 155,625.42
Add: Issued during the year 10,721,700 107.22 - - - - 10,721,700 107.22
As at March 31, 2024 11,963,380 119.63 154,659,400 154,659.40 95,361 953.61 166,718,141 155,732.64
Less: Conversion of Bonus CCCPS to equity (946) (0.01) (4,825,000) (4,825.00) - - (4,825,946) (4,825.01)
shares
As at June 30, 2024 11,962,434 119.62 149,834,400 149,834.40 95,361 953.61 161,892,195 150,907.63
< This space has been intentionally left blank>
289
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure III - Restated Consolidated Statement of Changes in Equity
(All Amounts in ₹ Million, unless otherwise stated)
c. Other equity (Refer note 15)
Attributable to the shareholders of the Company
Reserve and surplus Items of other comprehensive income (OCI) Total
Changes in fair value
Share
of equity instruments
application Re-measurement
Securities Share based carried at fair value
Retained earnings money gain/ (loss) on
premium payment reserve through other
pending defined benefit plans
comprehensive income
allotment
(FVTOCI)
As at April 01, 2021 205,096.59 4,725.34 (192,626.42) - 169.49 - 17,365.00
Loss for the year - - (36,288.96) - - - (36,288.96)
Other comprehensive loss - - - - (23.32) - (23.32)
Total comprehensive loss - - (36,288.96) - (23.32) - (36,312.28)
Contributions by and distribution to owners
Issue of share capital (Refer note 15) 138,102.02 - - - - - 138,102.02
Share based payment expense (Refer note 25) - 4,854.15 - - - - 4,854.15
Share issue expenses (709.05) - - - - - (709.05)
Transfer from stock option reserve on exercise and lapse 2,061.23 (2,595.23) 534.00 - - - -
Conversion of CCCPS into equity share capital 8,437.75 - - - - - 8,437.75
Utilised for bonus issue during the year (163,105.60) - - - - - (163,105.60)
Effect of modification of equity settled share based - (1,028.00) (568.85) - - - (1,596.85)
payment to cash settled payment
As at March 31, 2022 189,882.94 5,956.26 (228,950.23) - 146.17 - (32,964.86)
Loss for the year - - (41,793.05) - - - (41,793.05)
Other comprehensive loss - - - - (32.82) (95.86) (128.68)
Total comprehensive loss - - (41,793.05) - (32.82) (95.86) (41,921.73)
Contributions by and distribution to owners
Issue of share capital (Refer note 15) 6,428.20 - - - - - 6,428.20
Share based payment expense (Refer note 25) - 3,372.52 - - - - 3,372.52
As at March 31, 2023 196,311.14 9,328.78 (270,743.28) - 113.35 (95.86) (65,085.87)
Loss for the period - - (5,640.84) - - - (5,640.84)
Other comprehensive income - - - - 12.57 - 12.57
Total comprehensive income/ (loss) - - (5,640.84) - 12.57 - (5,628.27)
Contributions by and distribution to owners
Share based payment expense (Refer note 25) - 1,668.12 - - - - 1,668.12
As at June 30, 2023 196,311.14 10,996.90 (276,384.12) - 125.92 (95.86) (69,046.02)
As at April 01, 2023 196,311.14 9,328.78 (270,743.28) - 113.35 (95.86) (65,085.87)
Loss for the year - - (23,502.43) - - - (23,502.43)
Other comprehensive income - - - - 11.25 931.68 942.93
Total comprehensive income/ (loss) - - (23,502.43) - 11.25 931.68 (22,559.50)
Contributions by and distribution to owners
Issue of share capital (Refer note 43(a)) 3,729.76 - - - - - 3,729.76
Share based payment expense (Refer note 25) - 6,144.86 - - - - 6,144.86
Transfer from stock option reserve on exercise 537.67 - - - - - 537.67
Exercise of share options - (537.67) - - - - (537.67)
Effect of modification of equity settled share based - (77.34) - - - - (77.34)
payment to cash settled payment
As at March 31, 2024 200,578.57 14,858.63 (294,245.71) - 124.60 835.82 (77,848.09)
Loss for the period - - (6,110.07) - - - (6,110.07)
Other comprehensive income - - - - (2.34) 54.58 52.24
Total comprehensive income/ (loss) - - (6,110.07) - (2.34) 54.58 (6,057.83)
Contributions by and distribution to owners
Conversion of CCCPS 4,816.98 - - - - - 4,816.98
Share based payment expense (Refer note 25) - 2,593.14 - - - - 2,593.14
As at June 30, 2024 205,395.55 17,451.77 (300,355.78) - 122.26 890.40 (76,495.80)
The above Annexure should be read with the basis of preparation and Material Accounting Policies appearing in Annexure V, notes to Restated Consolidated Financial Information appearing in Annexure VI
and Statement of Restated Adjustments to the Audited Consolidated Financial Statements appearing in Annexure VII.
As per our report of even date attached for and on behalf of the Board of Directors of
for B S R & Co. LLP Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Chartered Accountants
Firm's Registration Number: 101248W/W-100022
Sampad Guha Thakurta Sriharsha Majety Lakshmi Nandan Reddy Obul
Partner Managing Director & Group Chief Executive Officer Whole-time Director & Head of Innovations
Membership No: 060573 DIN: 06680073 DIN: 06686145
Rahul Bothra M Sridhar
Chief Financial Officer Company Secretary
Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: September 24, 2024 Date: September 24, 2024 Date: September 24, 2024
290
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure IV - Restated Consolidated Statement of Cash Flows
(All Amounts in ₹ Million, unless otherwise stated)
Three months ended Three months ended Year ended Year ended Year ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Cash flow from operating activities
Loss before tax (6,110.07) (5,640.84) (23,502.43) (41,793.05) (36,288.96)
Adjustments to reconcile the loss before tax to net cash flows:
Depreciation and amortisation expense 1,216.72 912.98 4,205.85 2,857.86 1,700.90
Income on investments carried at fair value through profit or loss (514.57) (758.87) (2,401.47) (2,114.43) (2,547.91)
Interest income on security deposits carried at amortised cost (16.29) (15.79) (64.22) (55.42) (37.78)
Interest expense on financial liabilities carried at amortised cost - - 35.62 3.01 -
Gain on termination of leases (76.23) (6.33) (73.25) (167.74) (246.34)
Impairment on property, plant and equipment (Refer note 29) 47.67 6.70 127.70 92.56 105.19
Impairment on goodwill and other intangible assets (Refer note 29) - - 178.24 - 1,566.30
Write-down of inventories to net realisable value (Refer note 29) - - - - 60.55
Share based payment expense 2,593.14 1,397.46 5,962.62 3,373.52 4,858.15
Loss on disposal/write off of property, plant and equipment (net) 2.07 21.73 152.45 28.45 24.34
Advances/ deposits/ receivables written off - - - 7.05 12.63
Allowances for doubtful debts and receivables 104.52 73.71 635.89 333.96 104.32
Allowances for doubtful advances 2.68 121.52 172.74 - -
Expenses incurred towards proposed Initial Public Offering 83.03 - - - -
Interest on borrowings 40.80 - 76.67 - 24.80
Interest on lease liabilities 148.70 165.37 601.74 561.88 443.96
Interest income (237.51) (333.04) (1,145.41) (1,213.67) (627.78)
Share of loss of associate (0.90) (5.00) 66.14 1.03 10.16
Provision/ liability no longer required written back (32.54) (82.57) (118.85) (311.70) (27.29)
Interest on income tax refund - - (63.51) (80.67) (18.22)
Profit on sale of investment in associate - - - - (654.60)
Profit on sale of business undertaking - - - (533.67) -
Operating cash flow before working capital adjustments (2,748.78) (4,142.97) (15,153.48) (39,011.03) (31,537.58)
Movements in working capital :
(Increase) / decrease in inventories (76.08) (2.62) (126.19) 71.08 (77.03)
(Increase) / decrease in trade receivables (2,361.92) 1,048.12 565.00 410.60 (9,566.90)
(Increase) in other financial assets (541.34) (2,008.42) (2,062.64) (3,112.31) (2,158.69)
(Increase) / decrease in other assets (397.60) 387.48 1,026.40 1,285.91 (3,342.66)
Increase / (decrease) in trade payable 1,118.24 150.28 67.68 (662.76) 6,078.19
Increase / (decrease) in financial liabilities (64.70) 3,412.61 2,238.69 516.42 1,205.51
Increase / (decrease) in other liabilities 37.33 (334.25) 184.56 45.48 570.55
Increase / (decrease) in contract liabilities (49.96) (66.36) 149.06 39.34 178.30
Increase / (decrease) in provisions 56.22 18.12 (54.43) 267.51 236.80
Cash used in operating activities (5,028.59) (1,538.01) (13,165.35) (40,149.76) (38,413.51)
Income tax paid (net of refund) (137.68) (199.81) 38.00 (449.33) (590.36)
Net cash used in operating activities (A) (5,166.27) (1,737.82) (13,127.35) (40,599.09) (39,003.87)
Cash flow from investing activities
Purchase of investments (22,302.69) (15,367.08) (82,721.27) (97,678.69) (210,735.66)
Proceeds from sale/ maturity of investments 27,781.47 21,723.52 100,122.19 138,437.43 118,881.46
Purchase of property, plant and equipment and other intangible assets (699.21) (862.95) (3,517.14) (1,682.99) (2,913.48)
Proceeds from disposal of property, plant and equipment and other intangible 9.25 39.01 77.02 110.13 639.19
assets
Investment in bank deposits, net (204.91) 299.89 275.97 (235.33) 1,722.56
Interest received 375.09 308.75 761.85 727.92 204.74
Payments towards purchase of undertaking on slump sale - - - - (220.74)
Investment in an associate company - - - - (16.32)
Proceeds from sale of an associate company - - - - 836.85
Acquisition of subsidiary (consideration paid in cash) - - (18.42) - -
Inter-corporate loan given - - (395.62) - -
Net cash flow from/ (used in) investing activities (B) 4,959.00 6,141.14 14,584.58 39,678.47 (91,601.40)
Cash flow from financing activities
Proceeds from issue of equity shares - - - - 2.62
Proceeds from issue of instruments entirely equity in nature - - - - 139,055.63
Payment of principal portion of lease liabilities (480.03) (360.57) (1,636.46) (1,450.49) (617.14)
Payment of interest portion of lease liabilities (148.70) (165.37) (601.74) (264.99) (443.96)
Share issue expenses - - - - (709.05)
Transaction costs related to proposed Initial Public Offering (83.03)
Proceeds from borrowings 1,249.89 - 3,976.97 - -
Repayment of borrowings (596.35) - (2,900.82) - (918.02)
Interest paid (60.68) - (65.90) - (28.60)
Net cash flow from/ (used in) financing activities (C) (118.90) (525.94) (1,227.95) (1,715.48) 136,341.48
Net increase in cash and cash equivalents (A+B+C) (326.17) 3,877.38 229.28 (2,636.10) 5,736.21
Cash and cash equivalents acquired through business combination - - 136.60 - -
Cash and cash equivalents at the beginning of the period/ year 8,691.09 8,325.21 8,325.21 10,961.31 5,225.10
Cash and cash equivalents at the end of the period/ year (Refer note 2.25 and note 8,364.92 12,202.59 8,691.09 8,325.21 10,961.31
below)
291
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure IV - Restated Consolidated Statement of Cash Flows
(All Amounts in ₹ Million, unless otherwise stated)
Components of cash and cash equivalents
Three months ended Three months ended Year ended Year ended Year ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Cash in hand 19.01 - 22.70 - -
Cheques in hand 79.54 - 87.46 - -
Balances with banks
- In current accounts 7,766.21 12,202.59 7,059.18 8,325.21 6,961.30
- In deposit account (with original maturity of 3 months or less) 500.16 - 1,701.17 - 4,000.01
- restricted cash held in separate account - - - - -
Bank overdraft repayable on demand (Refer note 16) - - (179.42) - -
Total cash and cash equivalents 8,364.92 12,202.59 8,691.09 8,325.21 10,961.31
Reconciliation of liabilities arising from financing activities
As at As at
Cash flows Non cash changes
April 1, 2021 March 31, 2022
Lease liabilities (refer note 40) 4,782.29 (1,061.10) 1,360.91 5,082.10
Borrowings * (Refer note 16) 918.31 (918.31) - -
As at As at
Cash flows Non cash changes
April 1, 2022 March 31, 2023
Lease liabilities (refer note 40) 5,082.10 (1,715.48) 2,629.38 5,996.00
As at As at
Cash flows Non cash changes
April 1, 2023 June 30, 2023
Lease liabilities (refer note 40) 5,996.00 (525.94) 788.09 6,258.15
As at As at
Cash flows Non cash changes
April 1, 2023 March 31, 2024
Lease liabilities (refer note 40) 5,996.00 (2,238.20) 2,772.24 6,530.04
Borrowings * (Refer note 16) - 1,189.67 922.19 2,111.86
As at As at
Cash flows Non cash changes
April 1, 2024 June 30, 2024
Lease liabilities (refer note 40) 6,530.04 (628.73) 654.86 6,556.17
Borrowings * (Refer note 16) 2,111.86 413.45 40.80 2,566.11
* Represents proceeds and repayments of borrowings (including overdraft repayable on demand).
Non-cash investing transactions
Three months ended Three months ended Year ended Year ended Year ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
(a) During the year ended March 31, 2023, the Group acquired restaurant technology - - -
and dining out platform 'Dineout' from Times Internet Limited by issue of 18,011,135
equity shares of the Group at the price of ₹ 357.87 each (Face value of ₹ 1.00 each) as 6,445.64 -
a non cash consideration. (Refer note 43(b)).
(b) During the year ended March 31, 2023, the Company has sold one of its business - - -
undertaking on slump sale basis to Loyal Hospitality Private Limited (LHPL) in
670.75 -
exchange of 689,358 Series B CCPS of LHPL of face value of ₹ 10.00 each as a non cash
consideration. (Refer note 5).
(c) During the year ended March 31, 2024, the Group acquired 100% of shareholding
in Lynks Logistics Limited ("Lynks") for a consideration of ₹ 3,855.39 Million. The
consideration has been discharged through issue of Series K1 CCCPS amounting to ₹
3,836.97 Million being non-cash consideration in the form of issue of 10,721,700 fully - - 3,836.97 - -
paid up Series K1 CCCPS of ₹ 10 each and the balance has been discharged through
cash. (Refer note 43(a))
Note:- During the year ended March 31, 2022, pursuant to the liquidity scheme offered by the Group to its employees and the consequent election of this scheme by eligible employees, the Group was
required to account for this transaction as a modification of employee share based transactions in accordance with Ind AS 102. Accordingly, the Group had recognised the same as a financial liability
amounting to ₹ 710.15 Million with the corresponding adjustment to the other equity. Further, the Group has also recorded a benefit of ₹ 182.24 Million on account of actualisation of the second round of
liquidity in the three months ended June 2023 for the eligible employees. Since these transactions are non cash in nature, it did not impact change in other financial liabilities coming in the Restated
Consolidated Statement of Cash Flows. Please refer to note 33 for further details.
The above Annexure should be read with the basis of preparation and Material Accounting Policies appearing in Annexure V, notes to Restated Consolidated Financial Information appearing in Annexure VI
and Statement of Restated Adjustments to the Audited Consolidated Financial Statements appearing in Annexure VII.
As per our report of even date attached for and on behalf of the Board of Directors of
for B S R & Co. LLP Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Chartered Accountants
Firm's Registration Number: 101248W/W-100022
Sampad Guha Thakurta Sriharsha Majety Lakshmi Nandan Reddy Obul
Partner Managing Director & Group Chief Executive Officer Whole-time Director & Head of Innovations
Membership No: 060573 DIN: 06680073 DIN: 06686145
Rahul Bothra M Sridhar
Chief Financial Officer Company Secretary
Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: September 24, 2024 Date: September 24, 2024 Date: September 24, 2024
292
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure V – Material accoun ng policies
(All Amounts in ₹ Million, unless otherwise stated)
1. Group overview
The Restated Consolidated Financial Informa on comprise the financial informa on of Swiggy Limited (formerly known as Swiggy Private Limited,
Bundl Technologies Private Limited) (“The Company" or "Swiggy"), its subsidiary companies i.e., Scootsy Logis cs Private Limited ("Scootsy"), Supr
Infotech Solu ons Private Limited ("SuprDaily") and Lynks Logistics Limited (“Lynks”) collec vely hereina er referred to as ("the Group") and its
associates i.e. Maverix Pla orms Private Limited (“Maverix”), Loyal Hospitality Private Limited (“LHPL”) for the three months ended June 30, 2024
and June 30, 2023 and years ended March 31, 2024, March 31, 2023 and March 31, 2022.
The Company was incorporated on December 26, 2013, as a private limited company, with its registered office situated at Bengaluru. Pursuant to a
special resolu on passed in the extraordinary general mee ng of the shareholders of the Company held on February 19, 2024, company’s name has
been changed from Bundl Technologies Private Limited to Swiggy Private Limited, post which the Company has converted from Private Limited
Company to Public Limited Company, and consequently the name of the Company has changed to ‘Swiggy Limited’ vide new cer ficate of
incorpora on obtained from the Registrar of Companies approved on April 10, 2024.
The Group and its associates are principally engaged in facilita ng the food orders and delivery through its own applica on pla orm, subscrip on
services to enable logis cs and supply chain in the food e-commerce market. Effec ve August 2020 the Group is merely a technology pla orm
provider where delivery partners can provide their delivery services to restaurant partners and consumers through the Swiggy pla orm.
The Group and its associates are also in the business of preparing food in its own kitchen and selling through the aforesaid pla orm, B2B trading of
FMCG, supply chain management service which includes warehouse management services and logis cs/last mile logis cs services, deploying logis cs
management systems, provide inbound/procurement support and other support services related to wholesale trading and customer support
services. Effec ve July 2022, the Group is also in the business of (i) dining out pla orm which enables customers to discover and make table
reserva on with respect to various restaurants, (ii) event organiza on and cura on.
Following companies have been considered in the prepara on of the Restated consolidated financial informa on:
% of holding
Effective
Name of the entity Country date June 30, June 30, March 31, March 31, March 31,
of control 2024 2023 2024 2023 2022
Wholly owned
subsidiaries:
Scootsy Logistics Private August 03,
India 100% 100% 100% 100% 100%
Limited 2018
Supr Infotech Solutions September
India 100% 100% 100% 100% 100%
Private Limited 27, 2019
Lynks Logistics Limited August 29,
India 100% - 100% - -
2023
Associate Companies:
Loyal Hospitality Private March 01,
India 21.72% 21.72% 21.72% 21.72% -
Limited 2023
Maverix Platforms Private
February 22,
Limited (till December India - - - - -
2019
2021)
The Group and its associates Restated Consolidated Financial Informa on for the three months ended June 30, 2024 and June 30, 2023 and years
ended March 31, 2024, March 31, 2023 and March 31, 2022 were authorised for issue in accordance with a resolu on of the directors on September
24, 2024.
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293
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure V – Material accoun ng policies
(All Amounts in ₹ Million, unless otherwise stated)
2. Material accoun ng policies
2.1 Statement of compliance and basis of prepara on
The Restated Consolidated Financial Informa on of the Group and its associates comprises of the Restated Consolidated Statement of Assets and
Liabili es as at June 30, 2024, June 30, 2023, March 31, 2024, March 31, 2023 and March 31, 2022 and the Restated Consolidated Statement of
Profit and Loss (including Other Comprehensive Income), the Restated Consolidated Statement of Changes in Equity and the Restated Consolidated
Statement of Cash Flows for the three months ended June 30, 2024 and June 30, 2023 and years ended March 31, 2024, March 31, 2023 and March
31, 2022, Material Accoun ng Policies, Notes to the Restated Consolidated Financial Informa on and Statement of Restated Adjustments to the
Audited Consolidated Financial Statements as at and for the three months ended June 30, 2024 and June 30, 2023 and years ended March 31, 2024,
March 31, 2023 and March 31, 2022 (together referred to as ‘Restated Consolidated Financial Informa on’) has been prepared under Indian
Accoun ng Standards (‘Ind AS’) no fied under Sec on 133 of the Companies Act, 2013, (‘the Act’) and other relevant provisions of the Act as
amended from me to me.
The Restated Consolidated Financial Informa on has been prepared by the management of the Group and its associates for the purpose of inclusion
in the Updated Dra Red Herring Prospectus- I (“UDRHP-I”), Updated Dra Red Herring Prospectus- II (“UDRHP-II”), Red Herring Prospectus and
Prospectus to be filed by the Company with the Securi es and Exchange Board of India (‘SEBI’) in connec on with proposed Ini al Public Offering
of its Equity Shares, in accordance with the requirements of:
- Sec on 26 of Part I of Chapter III of the Act;
- Paragraph (A) of Clause 11 (I) of Part A of Schedule VI of the Securi es and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regula ons, 2018, as amended to date (the “SEBI ICDR Regula ons”) issued by SEBI; and
- The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Ins tute of Chartered Accountants of India (“ICAI”), as
amended from me to me (the “Guidance Note”).
The Restated Consolidated Financial Informa on has been extracted by the Management from:
- Audited Consolidated Interim Financial Statements of the Group and its associates as at and for the three months ended 30 June 2024 and
30 June 2023 prepared in accordance with the recogni on and measurement principles under Indian Accoun ng Standard 34 “Interim
Financial Repor ng” (referred to as “Ind AS”) as prescribed under Sec on 133 of the Act as amended and other accoun ng principles generally
accepted in India and presenta on requirements of Division II of Schedule III to the Companies Act, 2013.
- Audited consolidated financial statements of the Group and its associates as at and for the years ended March 31, 2024, March 31, 2023 and
March 31, 2022, prepared in accordance with the Indian Accoun ng Standards (“Ind AS”) as prescribed under Sec on 133 of the Act read
with Companies (Indian Accoun ng Standards) Rules 2015, as amended, and other accoun ng principles generally accepted in India and
presenta on requirements of Division II of Schedule III to the Companies Act, 2013, which have been approved by the Board of Directors at
their mee ngs held on June 28, 2024, July 25, 2023 and November 07, 2022 respec vely. Further,
▪ There were no changes in accoun ng policies during the period / year of these Financial Statements (Refer Annexure VII - "Statement
of Restated Adjustments to Audited Consolidated Financial Statements");
▪ There were no material amounts which have been adjusted for, in arriving at profit / loss of the respec ve periods; and
▪ There were no material adjustments for reclassifica on of the corresponding items of income, expenses, assets and liabili es, in
order to bring them in line with the groupings as per the Audited Consolidated Financial Statements of the Group and its associates
as at and for the three months ended June 30, 2024 and the requirements of the SEBI Regula ons.
▪ Refer Part A of Annexure VII – Statement of Restated Adjustments to the Audited Consolidated Financial Statements in respect of
other restatements carried out in prepara on of these Restated Consolidated Financial Informa on of the Group and its associates
as at and for the three months ended June 30, 2024, June 30, 2023, as at and for the years ended March 31, 2024, March 31, 2023,
March 31, 2022.
The Restated Consolidated Financial Informa on of the Group and its associates for the three months ended June 30, 2024 and June 30, 2023 and
years ended March 31, 2024, March 31, 2023 and March 31, 2022 were approved for issue in accordance with the resolu on of the Board of
Directors on September 24, 2024.
These Restated Consolidated Financial Informa on are presented in Indian Rupees (INR), which is also the Group’s func onal currency. All amounts
have been rounded-off to the nearest million, unless otherwise indicated.
These Restated Consolidated Financial Informa on are prepared in accordance with Indian Accoun ng Standards (Ind AS) under the historical cost
conven on on the accrual basis, except for the following which have been measured at fair value:
- certain financial assets and liabili es which are measured at fair value (refer accoun ng policy regarding financial instruments);
- defined benefit plans - measured at fair value;
- share- based payments and
- assets and liabili es arising in a business combina on
The material accoun ng policies used in prepara on of these Restated Consolidated financial informa on have been discussed in the respec ve
notes.
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2.2 Basis of consolida on
The Group consolidates the companies which it owns or controls. The Restated Consolidated financial informa on comprises the financial
statements of the Company, its subsidiaries and its share of profit and loss of associates, as detailed in note 1 above.
Control exists when the parent has the power over the en ty, is exposed, or has rights, to variable returns from its involvement with the en ty and
has the ability to affect those returns by using its power over the en ty. Power is demonstrated through exis ng rights that give the ability to direct
relevant ac vi es, those which significantly affects the en ty's returns. Subsidiary is consolidated from the date of control commences un l the
date control ceases. Associate en ty has been considered in the restated consolidated financial informa on as per equity method. They are ini ally
recognised at cost which includes transac on costs. Subsequent to ini al recogni on, the restated consolidated financial informa on includes the
Group’s share of the profit or loss and Other comprehensive income of equity accounted investees, un l the date on which the significant influence
ceases.
The restated consolidated financial informa on of Group Companies are consolidated on a line-by-line basis and intra-group balances and
transac ons including unrealised gain/ loss from such transac ons are eliminated upon consolida on. This restated consolidated financial
informa on is prepared by applying uniform accoun ng policies in use at the Group.
The restated consolidated financial informa on of all en es used for the purpose of consolida on are drawn up to same repor ng date as that of
the parent company, i.e., three months ended June 30, 2024 and June 30, 2023 and years ended March 31, 2024, March 31, 2023 and March 31,
2022 as the case may be.
2.3 Business combina on and goodwill
The cost of an acquisi on is measured at the fair value of the assets transferred, equity instruments issued and liabili es incurred or assumed at the
date of acquisi on, which is the date on which control is transferred to the Group. The cost of acquisi on also includes the fair value of any con ngent
considera on. Iden fiable assets acquired, liabili es and con ngent liabili es assumed in a business combina on are measured ini ally at their fair
value on the date of acquisi on.
Purchase considera on paid in excess of the fair value of net assets acquired is recognised as goodwill. Where the fair value of iden fiable assets
and liabili es exceed the cost of acquisi on, a er reassessing the fair values of the net assets and con ngent liabili es, the excess is recognised as
capital reserve.
Transac on costs that the Group incurs in connec on with a business combina on such as finder's fees, legal fees, due diligence fees and other
professional and consul ng fees are expensed as incurred.
Goodwill is ini ally measured at cost, being the excess of the aggregate of the considera on transferred, over the net iden fiable assets acquired
and liabili es assumed. If the fair value of the net assets acquired is in excess of the aggregate considera on transferred, the Group re-assesses
whether it has correctly iden fied all of the assets acquired and all of the liabili es assumed and reviews the procedures used to measure the
amounts to be recognised at the acquisi on date. If the reassessment s ll results in an excess of the fair value of net assets acquired over the
aggregate considera on transferred, then the gain is recognised in OCI and accumulated in equity as capital reserve. However, if there is no clear
evidence of bargain purchase, the en ty recognises the gain directly in equity as capital reserve, without rou ng the same through OCI.
A er ini al recogni on, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment tes ng, goodwill
acquired in a business combina on is, from the acquisi on date, allocated to each of the Group’s cash-genera ng units that are expected to benefit
from the combina on, irrespec ve of whether other assets or liabili es of the acquiree are assigned to those units.
A cash genera ng unit to which goodwill has been allocated is tested for impairment at each repor ng period as presented, or more frequently
when there is an indica on that the unit may be impaired. If the recoverable amount of the cash genera ng unit is less than its carrying amount,
the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro
rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised in restated consolidated profit or loss.
An impairment loss recognised for goodwill is not reversed in subsequent periods. Where goodwill has been allocated to a cash-genera ng unit and
part of the opera on within that unit is disposed of, the goodwill associated with the disposed opera on is included in the carrying amount of the
opera on when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the rela ve values of the
disposed opera on and the por on of the cash-genera ng unit retained.
Business combina ons have been accounted for using the acquisi on method under the provisions of Ind AS 103, Business Combina ons.
Pooling of interest method
Ind AS 103, Business Combina ons, prescribes significantly different accoun ng for business combina ons which are not under common control
and those under common control.
Business combina ons involving en es or businesses under common control shall be accounted for using the pooling of interest method.
The pooling of interest method is considered to involve the following:
i) The assets and liabili es of the combining en es are reflected at their carrying amounts.
ii) No adjustments are made to reflect fair values or recognize any new assets or liabili es. The only adjustments that are made are to harmonies
accoun ng policies.
iii) The iden ty of the reserves has been preserved and appear in the financial informa on of the transferee in the same form in which they appeared
in the financial informa on of the transferor.
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Annexure V – Material accoun ng policies
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2.4 Use of es mates, assump ons and judgements
The prepara on of the Restated Consolidated Financial Informa on in conformity with Ind AS requires the management to make es mates,
judgements and assump ons that affect the reported amounts of assets and liabili es, the disclosure of con ngent assets and liabili es on the date
of the Restated Consolidated Financial Informa on and the reported amounts of revenues and expenses for the year reported. Actual results could
differ from those es mates.
Es mates and underlying assump ons are reviewed on an ongoing basis. Revisions to accoun ng es mates are recognised in the period in which
the es mates are revised, and future periods are affected.
Key source of es ma on uncertainty as at the date of Restated Consolidated Financial Informa on, which may cause a material adjustment to the
carrying amounts of assets and liabili es within the next financial year, is in respect of the following:
a. Impairment of investments
Impairment exists when the carrying value of an asset or cash genera ng unit (“CGU”) exceeds its recoverable amount, which is the higher of its fair
value less costs of disposal and its value in use. The fair value less costs of disposal calcula on is based on available data from binding sales
transac ons, conducted at arm’s length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in
use calcula on is based on a discounted cash flow (“DCF”) model and involves use of significant es mates and assump ons including turnover,
earning mul ples, growth rates and net margins used to calculate projected future cash flows, risk adjusted discounted rate, future economic and
market condi ons.
b. Fair value measurement of financial instruments
When the fair value of financial assets and financial liabili es recorded in the balance sheet cannot be measured based on quoted prices in ac ve
markets, their fair value is measured using valua on techniques including the DCF model. The policy has been further explained under note 2.13.
c. Defined benefit plans
The cost of the defined benefit gratuity plan and other post-employment benefits and the present value of the gratuity obliga on is determined
using actuarial valua on. An actuarial valua on involves making various assump ons that may differ from actual developments in the future.
These include the determina on of the discount rate, future salary increases and mortality rates. Due to the complexi es involved in the valua on
and its long-term nature, a defined benefit obliga on is highly sensi ve to changes in these assump ons. All assump ons are reviewed at each
repor ng date. The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India,
the management considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit
obliga on.
The mortality rate is based on publicly available mortality tables. These mortality tables tend to change only at interval in response to demographic
changes. Future salary increases and gratuity increases are based on expected future infla on rates. The assump ons and models used for defined
benefit plan are disclosed in note 32.
d. Share-based payments
Es ma ng fair value for share-based payment transac ons requires determina on of the most appropriate valua on model, which is dependent on
the terms and condi ons of the grant. This es mate also requires determina on of the most appropriate inputs to the valua on model including
the expected life of the share op on, vola lity, dividend yield, forfeiture rate and making assump ons about them. The assump ons and models
used for es ma ng fair value for share-based payment transac ons are disclosed in note 33.
e. Useful lives of property, plant and equipment and intangible assets
The Group reviews the useful life of property, plant and equipment and intangible assets at the end of each repor ng period. This reassessment
may result in change in deprecia on expense in future periods.
f. Taxes
Significant judgments are involved in determining the provision for income taxes and tax credits including the amount expected to be paid or
refunded. The Group and its associates review the carrying amount of deferred tax assets at the end of each repor ng period. The policy for the
same has been explained under note 2.21.
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2.4 Use of es mates, assump ons and judgements (Contd..)
g. Business combina on
In accoun ng for business combina ons, judgment is required whether Group has control over the en ty acquired. Control is achieved when the
Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its
power over the investee. Specifically, the Group controls an investee if and only if the Group has:
• Power over the investee (i.e., exis ng rights that give it the current ability to direct the relevant ac vi es of the investee)
• The ability to use its power over the investee to affect its returns.
• Exposure or rights to variable return from its involvement with the investee.
Generally, there is a presump on that a majority of vo ng rights result in control. To support this presump on and when the Group has less than a
majority of the vo ng or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power
over an investee, including:
• The contractual arrangement with the other vote holders of the investee
• The Group’s vo ng rights and poten al vo ng rights
• The size of the Group’s holding of vo ng rights rela ve to the size and dispersion of the holdings of the other vo ng rights holders.
• Right arising from other contractual arrangements.
Key assump ons in es ma ng the acquisi on date fair values of the iden fiable assets acquired and liabili es, iden fying whether an iden fiable
intangible asset is to be recorded separately from goodwill.
h. Leases
The Group evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Iden fica on of a lease requires significant
judgment. The Group uses significant judgement in assessing the lease term (including an cipated renewals) and the applicable discount rate.
The Group determines the lease term as the non-cancellable period of a lease, together with both periods covered by an op on to extend the lease
if the Group is reasonably certain to exercise that op on; and periods covered by an op on to terminate the lease if the Group is reasonably certain
not to exercise that op on. In assessing whether the Group is reasonably certain to exercise an op on to extend a lease, or not to exercise an op on
to terminate a lease, it considers all relevant facts and circumstances that create an economic incen ve for the Group to exercise the op on to
extend the lease, or not to exercise the op on to terminate the lease. The Group revises the lease term if there is a change in the non-cancellable
period of a lease.
The discount rate is generally based on the incremental borrowing rate to the lease being evaluated or for a por olio of leases with similar
characteris cs.
i. Impairment of goodwill
A cash genera ng unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indica on that
the unit may be impaired.
The impairment indicators, the es ma on of expected future cash flows and the determina on of the fair value of CGU (including Goodwill) require
the Management to make significant judgements, es mates and assump ons concerning the iden fica on and valida on of impairment indicators,
fair value of assets, revenue growth rates and opera ng margins used to calculate projected future cash flows, relevant risk-adjusted discount rate,
future economic and market condi ons, etc.
j. Provisions and con ngent liabili es
The Group es mates the provisions that have present obliga ons as a result of past events and it is probable that ou low of resources will be
required to se le the obliga ons. These provisions are reviewed at the end of each repor ng period and are adjusted to reflect the current best
es mates. The Group uses significant judgement to disclose con ngent liabili es. Con ngent liabili es are disclosed when there is a possible
obliga on arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain
future events not wholly within the control of the Group or a present obliga on that arises from past events where it is either not probable that an
ou low of resources will be required to se le the obliga on or a reliable es mate of the amount cannot be made. Con ngent assets are neither
recognised nor disclosed in the Restated Consolidated Financial Informa on.
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2.5 Current and Non-current classifica on
The opera ng cycle is the me between the acquisi on of assets/inputs for processing and their realisa on in cash and cash equivalents. The Group
has iden fied twelve months as its opera ng cycle. The Group presents assets and liabili es in the balance sheet based on current/non-current
classifica on.
An asset is treated as current when it is:
• expected to be realised or intended to be sold or consumed in normal opera ng cycle
• held primarily for the purpose of trading
• expected to be realised within twelve months a er the repor ng period, or
• cash or cash equivalent unless restricted from being exchanged or used to se le a liability for at least twelve months a er the repor ng
period
All other assets are classified as non-current.
A liability is current when it is:
• expected to be se led in normal opera ng cycle.
• held primarily for the purpose of trading.
• due to be se led within twelve months a er the repor ng period, or
• not an uncondi onal right to defer the se lement of the liability for at least twelve months a er the repor ng period.
The Group classifies all other liabili es as non-current.
2.6 Revenue recogni on
The Group generates revenue mainly from providing online pla orm services to partner merchants (including restaurant merchant, grocery
merchants and delivery partners), adver sement services, sale of food and traded goods, supply chain services, subscrip ons and other pla orm
services.
Revenue is recognised when control of goods and services is transferred to the customer upon the sa sfac on of performance obliga on under the
contract at a transac on price that reflects the considera on to which the Group expects to be en tled in exchange for those goods or services. The
transac on price of goods sold and services rendered is net of any taxes collected from customers and variable considera on on account of various
discounts and schemes offered by the Group. The transac on price is an amount of considera on to which the en ty expects to be en tled in
exchange for transferring promised goods or services. Specific revenue recogni on criteria for all key streams of revenue have been detailed in
subsequent sec ons.
Where performance obliga on is sa sfied over me, the Group recognizes revenue over the contract period. Where performance obliga on is
sa sfied at a point in me, Group recognizes revenue when customer obtains control of promised goods and services in the contract.
Iden fica on of customer:
The Group considers a party to be a customer if that party has contracted with the en ty to obtain goods or services that are an output of the
en ty’s ordinary ac vi es in exchange for considera on. Based on the contractual obliga ons and the substance of the transac ons, the Group
considers the restaurant merchants, other merchants as customers. In select cases, transac ng users and delivery partners are considered as
customers when such users carry out transac ons on the pla orm where the services are rendered by the Group, or the Group charges the service
charge for use of technology pla orm from the users or delivery partners.
Principle vs agent considera on:
The fulfilment of the order is the responsibility of the partner merchants, accordingly, the Gross order value is not recognised as revenue, only the
order facilita on fee/ commission to which the Group is en tled is recognised as revenue.
The Group considers itself as a principal in an arrangement when it controls the goods or service provided.
In respect of transac on with delivery partners, the Group is merely a technology pla orm provider, connec ng delivery partners with the restaurant
partners and the consumers. Accordingly, the Gross delivery fees is not recognised as revenue. The Group may, from me to me, collect service
charge from the delivery partners which is recognised as revenue.
Revenue from pla orm services
a. Order facilita on fee:
Group generates income from partner merchants for facilita ng food/grocery ordering, dining out and delivery services through its technology
pla orm.
Income generated from partner merchants, for use of its pla orm related services is recognised when the transac on is completed as per the terms
of the arrangement with the respec ve partner merchants, being the point at which the Group has no remaining performance obliga on.
The fulfilment of the order is the responsibility of partner merchants; accordingly, the gross order value is not recognised as revenue, only the order
facilita on fee to which the Group is en tled is recognised as revenue.
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2.6 Revenue recogni on (Contd..)
b. Delivery income:
The Group earned delivery income by providing food/grocery delivery services. Such income was recorded by the Group on gross basis, as fulfilment
of the food delivery order was the responsibility of the Group. Delivery fee was recognised as revenue at the point of order fulfilment.
Effec ve August 2020, the Group is merely a technology pla orm provider connec ng delivery partners with the Restaurant partners and the users
and earns revenue from delivery partners in the form of service charges for use of technology pla orm by them.
c. Adver sement revenue:
Adver sement revenue is generated from the sponsored lis ng fees paid by partner merchants and brands. Adver sement revenue is recognized
when a consumer engages with the sponsored lis ng based on the number of clicks. There are certain contracts, where, in addi on to the clicks,
the Group sells online adver sements which are usually run over a contracted period of me. Revenue is presented on a gross basis in the amount
billed to partner merchants as the Group controls the adver sement space.
d. Onboarding fee:
Partner merchants and delivery partners pay one- me non-refundable fees to join the Group's network. These are recognized on receipt or over a
period of me in accordance with terms of agreement entered into with such relevant partner.
e. Event income:
Group generates income from cke ng revenue, Brand promo on fee and facilita on fee by organizing and cura ng events under different
categories (music, comedy etc). Event Income is recognized on comple on of the event. The Company considers itself a principal in this arrangement
and accordingly the revenue is recognised at sale value minus variable considera ons such as discounts, incen ves and other such items offered to
the customer.
f. Subscrip on fee:
Revenue from the subscrip on contracts is recognized over the subscrip on period on a systema c basis in accordance with the terms of agreement
entered with the customer.
g. Service charge:
Group generates revenue on account of service charges collected from users/delivery partners for use of technology pla orm to facilitate placement
and delivery of orders. Service charge recognised by group is net of discounts and incen ves, if any, given/offered by the group on transac on-to-
transac on basis.
h. Income from sale of food and traded goods:
Revenue from sale of food and traded goods is recognized when the performance obliga ons are sa sfied i.e., when control of promised goods are
transferred to the customer i.e., when the food or traded goods are delivered to the customer. The Group considers itself a principal in this
arrangement and accordingly the revenue is recognized at sale value minus variable considera ons such as discounts, incen ves and other such
items offered to the customer.
i. Supply chain services:
Revenue from rendering of supply chain services is recognized over the me when control on the services is transferred to the customer i.e., when
the customer has the ability to control the use of the transferred services provided and generally derive their remaining benefits.
j. Variable considera on such as discounts and incen ves:
The Group provides various types of incen ves, discounts to users to promote the transac ons on the pla orm. If the Group iden fies the transac ng
users as one of their customers for the services, the incen ves/ discounts offered to the transac ng consumers are considered as payment to
customers and recorded as reduc on of revenue on a transac on-by-transac on basis. The amount of incen ve/ discount in excess of the income
earned from the transac ng consumers is recorded as adver sing and marke ng expenses.
When incen ves/discounts are provided to transac ng users where the Group is not responsible for services, the transac ng consumers are not
considered customers of the Group, and such incen ves/discounts are recorded as adver sing and marke ng expenses.
k. Other income:
Profit on sale of mutual funds and fair value impact on mark-to-market contracts are recognized on transac on comple on and or on repor ng date
as applicable.
Interest income is recognized using the effec ve interest method or me-propor on method, based on rates implicit in the transac on.
Dividend income is recognized when the Group’s right to receive Dividend is established.
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2.6 Revenue recogni on (Contd..)
l. Contract balances:
Trade receivables
A receivable is group’s right to considera on that is uncondi onal (i.e., only the passage of me is required before payment of the considera on is
due). Refer to accoun ng policies of financial assets in sec on 2.13 b for ini al recogni on and subsequent measurement of financial assets.
Contract assets
Contract assets is group right to considera on in exchange for services that the group has transferred to a customer where that right is condi oned
on something other than the passage of me.
Contract liabili es
Contract liability is recognized where the group has an obliga on to transfer goods or services to a customer for which the en ty has received
considera on (or the amount is due) from the customer. Contract liabili es are recognized as revenue when the Group performs under the contract
(i.e., transfers control of the related goods or services to the customer)
Other receivables
Brand claim receivables are recognized when it is probable that economic benefits will flow to the Group, and the amount of the claim can be
reliably measured. The Group will assess the likelihood of receiving the brand claim and recognize it as a receivable in the financial statements when
the criteria are met. The brand claim receivables are ini ally measured at their fair value, which is typically the amount the Group expects to receive
in cash or cash equivalents. Subsequent measurement will be done to iden fy changes in the expected cash flows associated with the brand claim
receivables, if any.
2.7 Property, plant and equipment
Plant and equipment is stated at cost, net of accumulated deprecia on and accumulated impairment losses, if any. The cost comprises purchase
price, borrowing costs if capitaliza on criteria are met, directly a ributable cost of bringing the plant and equipment to its working condi on for
the intended use and cost of replacing part of the plant and equipment.
The cost of an item of property, plant and equipment shall be recognised as an asset if, and only if it is probable that future economic benefits
associated with the item will flow to the Group and the cost of the item can be measured reliably.
When significant parts of plant and equipment are required to be replaced at intervals, the Group depreciates them separately based on their
specific useful lives. Likewise, when a major inspec on is performed, its cost is recognised in the carrying amount of the plant and equipment as a
replacement if the recogni on criteria are sa sfied. All other repair and maintenance costs are recognised in Restated Consolidated Statement of
Profit or Loss as incurred. The present value of the expected cost for the decommissioning of an asset a er its use is included in the cost of the
respec ve asset if the recogni on criteria for a provision are met. Subsequent expenditure is capitalised only if it is probable that the future economic
benefits associated with the expenditure will flow to the Group and the cost of the item can be measured reliably.
Gains or losses arising from derecogni on of the assets are measured as the difference between the net disposal proceeds and the carrying amounts
of the assets and are recognized in the Restated Consolidated Statement of Profit and Loss when the assets are derecognized.
Capital work in progress
Amount paid towards the acquisi on of property, plant and equipment outstanding as of each repor ng date and the cost of property, plant and
equipment not ready for intended use before such date are disclosed under capital work-in-progress. The capital work- in-progress is carried at cost,
comprising direct cost, related incidental expenses and a ributable interest. No deprecia on is charged on the capital work in progress un l the
asset is ready for the intended use.
2.8 Intangible assets
Intangible assets acquired separately are measured on ini al recogni on at cost. The cost of intangible assets acquired in a business combina on
are measured at fair value at the date of acquisi on. Following ini al recogni on, intangible assets are carried at cost less any accumulated
amor sa on and accumulated impairment losses (if any). While developing an intangible asset the expense incurred during research phase are
charged to Restated Consolidated Statement of Profit and Loss in the period in which the expenditure is incurred while expenditure incurred during
development phase are capitalized. Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the
specific asset to which it relates. All other expenditure is recognised in profit or loss as incurred.
Gains or losses arising from derecogni on of an intangible asset are measured as the difference between the net disposal proceeds and the carrying
amount of the asset and are recognised in the Restated Consolidated Statement of Profit and Loss when the asset is derecognised.
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2.9 Deprecia on and amor sa on
Deprecia on on property, plant and equipment and amor sa on on intangible assets with finite useful lives is calculated on a straight-line basis
over the useful lives of the assets es mated by the management.
The Group has used the following useful lives to provide deprecia on on plant and equipment and amor sa on of intangible assets:
Asset category Useful lives estimated by the
management
Plant and equipment* 5
Office equipment 5
Computer equipment 3
Furniture and fixtures* 5
Leasehold improvements Lower of lease term or useful life
Computer software 5
Non-compete asset 3
Customer contracts* 3
Technology* 10
Trademark* 5-15
Other intangible assets* 3-12
* Based on an internal technical evalua on, management believes that the useful lives in the table above are realis c and reflect fair approxima on
of the period over which the assets are likely to be used. Hence, the useful lives for these assets is different from the useful lives as prescribed under
part C of Schedule II of The Companies Act 2013.
The residual values, useful lives and methods of deprecia on of property, plant and equipment are reviewed at the end of each repor ng period
and adjusted prospec vely, if appropriate.
Deprecia on on addi ons/ disposals is provided on a pro-rata basis i.e., from/ up to the date on which asset is ready for use/ disposed off.
Intangible assets with finite lives are assessed for impairment whenever there is an indica on that the intangible asset may be impaired. The
amor sa on period and the amor sa on method for an intangible asset with a finite useful life are reviewed at least at the end of each repor ng
period. Changes in the expected useful life or the expected pa ern of consump on of future economic benefits embodied in the asset are adjusted
prospec vely.
2.10 Impairment
Impairment of Financial assets
The Group assesses at the end of each repor ng period whether a financial asset or a group of financial assets is impaired. Ind AS 109 (‘Financial
instruments’) requires expected credit losses to be measured through a loss allowance. The Group recognises life me expected losses for all contract
assets and/or all trade receivables that do not cons tute a financing transac on. For all other financial assets, expected credit losses are measured
at an amount equal to the 12 month expected credit losses or at an amount equal to the life me expected credit losses if the credit risk on the
financial asset has increased significantly since ini al recogni on.
Credit-impaired financial assets
At each repor ng date, the Group assesses whether financial assets carried at amor sed cost and debt securi es at FVOCI are credit-impaired. A
financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the es mated future cash flows of the financial asset
have occurred.
Evidence that a financial asset is credit-impaired includes the following observable data:
• significant financial difficulty of the debtor;
• a breach of contract such as a default or being more than 180 days past due;
• the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise;
• it is probable that the debtor will enter bankruptcy or other financial reorganisa on; or
• the disappearance of an ac ve market for a security because of financial difficul es.
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Annexure V – Material accoun ng policies
(All Amounts in ₹ Million, unless otherwise stated)
2.10 Impairment (Contd..)
Presenta on of allowance for ECL in the balance sheet
Loss allowances for financial assets measured at amor sed cost are deducted from the gross carrying amount of the assets. For debt securi es at
FVOCI, the loss allowance is charged to profit or loss and is recognised in OCI.
Impairment of non-financial assets
Non-financial assets including property, plant and equipment and intangible assets with finite life and intangible assets under development are
evaluated for recoverability whenever there is any indica on that their carrying amounts may not be recoverable. If any such indica on exists, the
recoverable amount (i.e., higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset
does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the
cash genera ng unit (CGU) to which the asset belongs.
If the recoverable amount of an asset (or CGU) is es mated to be less than it’s carrying amount, the carrying amount of the asset (or CGU) is reduced
to its recoverable amount. An impairment loss is recognised in the Restated Consolidated Statement of Profit and Loss. For assets excluding goodwill,
an assessment is made at each repor ng date to determine whether there is an indica on that previously recognised impairment losses no longer
exist or have decreased. If such indica on exists, the Group es mates the asset’s or CGU’s recoverable amount.
In assessing value in use, the es mated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the me value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market
transac ons are taken into account, if available. If no such transac ons can be iden fied, an appropriate valua on model is used.
A previously recognised impairment loss is reversed only if there has been a change in the assump ons used to determine the asset’s recoverable
amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its
recoverable amount, nor exceed the carrying amount that would have been determined, net of deprecia on, had no impairment loss been
recognised for the asset in prior years. Such reversal is recognised in the Restated Consolidated Statement of Profit and Loss unless the asset is
carried at a revalued amount, in which case, the reversal is treated as a revalua on increase.
A cash genera ng unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indica on that
the unit may be impaired. If the recoverable amount of the cash genera ng unit is less than it’s carrying amount, the impairment loss is allocated
first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying
amount of each asset in the unit. Any impairment loss for goodwill is recognised in Restated Consolidated statement of Profit and Loss. An
impairment loss recognised for goodwill is not reversed in subsequent periods.
2.11 Leases
Group as a lessee
The Group’s lease assets primarily consist of leases for buildings. The Group assesses whether a contract contains a lease at the incep on of a
contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an iden fied asset for a period of me in exchange
for considera on. To assess whether a contract conveys the right to control the use of an iden fied asset, the Group assesses whether: (i) the
contract involves the use of an iden fied asset (ii) the Group has substan ally all of the economic benefits from use of the asset through the period
of the lease and (iii) the Group has the right to direct the use of the asset.
The Group applies a single recogni on and measurement approach for all leases, except for short-term leases and leases of low-value assets. The
Group recognises lease liabili es represen ng obliga ons to make lease payments and right-of-use assets represen ng the right to use the
underlying assets.
i) Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-
use assets are measured at cost, less any accumulated deprecia on and impairment losses, and adjusted for any remeasurement of lease liabili es.
The cost of right-of-use assets includes the amount of lease liabili es recognised, ini al direct costs incurred, lease payments made at or before the
commencement date less any lease incen ves received and an es mate of costs to be incurred by the lessee in dismantling and removing the
underlying asset, restoring the site on which it is located or restoring the underlying asset to the condi on required by the terms and condi ons of
the lease. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term or the es mated useful lives of the assets
whichever is earlier.
If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase op on, deprecia on
is calculated using the es mated useful life of the asset. The right-of-use assets are also subject to impairment. Refer to the accoun ng policies in
sec on 2.10, Impairment of non-financial assets.
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Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure V – Material accoun ng policies
(All Amounts in ₹ Million, unless otherwise stated)
2.11 Leases (Contd..)
ii) Lease liabili es
At the commencement date of the lease, the Group recognises lease liabili es measured at the present value of lease payments to be made over
the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incen ves receivable, variable
lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also
include the exercise price of a purchase op on reasonably certain to be exercised by the Group and payments of penal es for termina ng the lease,
if the lease term reflects the Group exercising the op on to terminate. Variable lease payments that do not depend on an index or a rate are
recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condi on that triggers the payment
occurs.
In calcula ng the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date as the interest
rate implicit in the lease is not readily determinable. A er the commencement date, the amount of lease liabili es is increased to reflect the
accre on of interest and reduced for the lease payments made. In addi on, the carrying amount of lease liabili es is remeasured if there is a
modifica on, a change in the lease term, a change in the lease payments (e.g., changes to future payments resul ng from a change in an index or
rate used to determine such lease payments) or a change in the assessment of an op on to purchase the underlying asset. The Group’s lease
liabili es are included in financial liabili es.
iii) Short-term leases and leases of low-value assets
The Group applies the short-term lease exemp on (i.e., those leases that have a lease term of 12 months or less from the commencement date and
do not contain a purchase op on). It also applies the lease of low-value assets recogni on exemp on to leases of assets that are considered to be
low value. Lease payments on short term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease
term.
Group as a lessor
Leases in which the Group does not transfer substan ally all the risks and rewards incidental to ownership of an asset are classified as opera ng
leases. Rental income arising is accounted for on a straight-line basis over the lease terms and is included in revenue in the Restated Consolidated
Statement of Profit or Loss due to its opera ng nature. Ini al direct costs incurred in nego a ng and arranging an opera ng lease are added to the
carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Con ngent rents are recognised as
revenue in the period in which they are earned.
2.12 Investment in associates
An associate is an en ty over which the Group has significant influence. Significant influence is the power to par cipate in the financial and opera ng
policy decisions of the investee but is not control or joint control over those policies.
The Group’s investments in its associate is accounted for using the equity method. Under the equity method, the investment in an associate is
ini ally recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group’s share of net assets of the associate
since the acquisi on date. Goodwill rela ng to the associate is included in the carrying amount of the investment and is not tested for impairment
individually.
The Restated Consolidated Statement of Profit and Loss reflects the Group’s share of the results of opera ons of the associate. Any change in OCI
of those investees is presented as part of the Group’s OCI. In addi on, when there has been a change recognised directly in the equity of the
associate, the Group recognises its share of any changes, when applicable, in the restated consolidated statement of changes in equity. Unrealised
gains and losses resul ng from transac ons between the Group and the associate is eliminated to the extent of the interest in the associate.
The financial statements of the associates are prepared for the same repor ng period as the Group. When necessary, adjustments are made to bring
the accoun ng policies in line with those of the Group.
On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or credited to the Restated
Consolidated Statement of Profit and Loss.
2.13 Financial instruments
Financial instrument is any contract that gives rise to a financial asset of one en ty and a financial liability or equity instrument of another en ty.
Financial assets and liabili es are recognised when the Group becomes a party to the contract that gives rise to financial assets and liabili es.
Financial assets and liabili es are ini ally measured at fair value. Transac on costs that are directly a ributable to the acquisi on or issue of financial
assets and financial liabili es (other than financial assets and financial liabili es at fair value through profit or loss) are added to or deducted from
the fair value measured on ini al recogni on of financial asset or financial liability.
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Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure V – Material accoun ng policies
(All Amounts in ₹ Million, unless otherwise stated)
2.13 Financial instruments (Contd..)
a Cash and cash equivalents
The Group considers all highly liquid financial instruments, which are readily conver ble into known amounts of cash that are subject to an
insignificant risk of change in value and having original maturi es of three months or less from the date of purchase, to be cash equivalents. Cash
and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage.
b. Financial assets
Financial assets are recognised when the Group becomes a party to the contractual provisions of the instrument.
Ini al recogni on and measurement
On ini al recogni on, a financial asset is recognised at fair value. In case of financial assets which are recognised at fair value through profit and loss
(FVTPL), its transac on cost is recognised in the Restated Consolidated Statement of Profit and Loss. In other cases, the transac on cost is a ributed
to the acquisi on value of the financial asset.
Financial assets are subsequent classified and measured at:
• Amor sed cost
• Fair value through other comprehensive income (FVOCI)
• Fair value through profit and loss (FVTPL)
Financial assets are not reclassified subsequent to their recogni on, except during the period the group changes its business model for managing
financial assets.
Financial assets at amor sed cost (Debt instrument)
The financial asset is measured at the amor sed cost if both the following condi ons are met:
a) The asset is held within a business model whose objec ve is to hold assets for collec ng contractual cash flows, and
b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal
amount outstanding.
A er ini al measurement, such financial assets are subsequently measured at amor sed cost using the effec ve interest rate (EIR) method.
Amor sed cost is calculated by taking into account any discount or premium on acquisi on and fees or costs that are an integral part of the EIR. The
EIR amor sa on is included in finance income in the Restated Consolidated Statement of Profit and Loss. The losses arising from impairment are
recognised in the Restated Consolidated Statement of Profit and Loss. This category generally applies to trade and other receivables.
Financial assets at FVOCI (Debt instrument)
A debt instrument is measured at FVOCI if it meets both of the following condi ons and is not designated as at FVTPL:
a) The asset is held within a business model whose objec ve is achieved by both collec ng contractual cash flows and selling financial assets, and
b) Contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on
the principal amount outstanding.
Derecogni on
A financial asset (or, where applicable, a part of a financial asset or part of a Group of similar financial assets) is primarily derecognised (i.e., removed
from the balance sheet) when:
• The rights to receive cash flows from the asset have expired, or
• The Group has transferred its rights to receive cash flows from the asset or has assumed an obliga on to pay the received cash flows in full
without material delay to a third party under a ‘pass-through’ arrangement; and either
(a) the Group has transferred substan ally all the risks and rewards of the asset, or
(b) the Group has neither transferred nor retained substan ally all the risks and rewards of the asset but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to
what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substan ally all the risks and rewards
of the asset, nor transferred control of the asset, the Group con nues to recognise the transferred asset to the extent of the Group’s con nuing
involvement. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis
that reflects the rights and obliga ons that the Group has retained.
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Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure V – Material accoun ng policies
(All Amounts in ₹ Million, unless otherwise stated)
2.13 Financial instruments (Contd..)
Financial assets at FVTPL (Debt instrument)
FVTPL is a residual category for debt instruments. Any debt instrument, which does not meet the criteria for categoriza on as at amor zed cost or
as FVTOCI, is classified as at FVTPL.
In addi on, the Group may elect to designate a debt instrument, which otherwise meets amor zed cost or FVTOCI criteria, as at FVTPL. However,
such elec on is allowed only if doing so reduces or eliminates a measurement or recogni on inconsistency (referred to as ‘accoun ng mismatch’).
Debt instruments included within the FVTPL category are measured at fair value with all changes recognized in the Restated Consolidated Statement
of Profit and Loss.
c. Financial liabili es
Ini al recogni on and measurement
Financial liabili es are classified, at ini al recogni on, as financial liabili es at fair value through profit or loss or at amor sed cost (loans and
borrowings, payables), as appropriate.
All financial liabili es are recognised ini ally at fair value and, in the case of loans and borrowings and payables, net of directly a ributable
transac on costs.
The Group’s financial liabili es include trade and other payables, lease liabili es, loans and borrowings including bank overdra s.
Subsequent measurement
The measurement of financial liabili es depends on their classifica on, as described below:
Financial liabili es at fair value through profit or loss
Financial liabili es at fair value through profit or loss include financial liabili es held for trading and financial liabili es designated upon ini al
recogni on as at fair value through profit or loss.
Financial liabili es are classified as held for trading if they are incurred for the purpose of repurchasing in the near term.
Gains or losses on liabili es held for trading are recognised in the profit or loss.
Financial liabili es designated upon ini al recogni on at fair value through profit or loss are designated as such at the ini al date of recogni on,
only if the criteria in Ind AS 109 are sa sfied. For liabili es designated as FVTPL, fair value gains/ losses a ributable to changes in own credit risk are
recognized in OCI. These gains/ losses are not subsequently transferred to Profit and Loss. However, the Group may transfer the cumula ve gain or
loss within equity. All other changes in fair value of such liability are recognised in the statement of profit or loss. The Group has not designated any
financial liability as at fair value through profit and loss."
Loans and borrowings
A er ini al recogni on, interest-bearing loans and borrowings are subsequently measured at amor sed cost using the EIR method. Gains and losses
are recognised in profit or loss when the liabili es are derecognised as well as through the EIR amor sa on process. Amor sed cost is calculated
by taking into account any discount or premium on acquisi on and fees or costs that are an integral part of the EIR. The EIR amor sa on is included
as finance costs in the statement of profit and loss.
Derecogni on
A financial liability is derecognised when the obliga on under the liability is discharged or cancelled or expired. When an exis ng financial liability
is replaced by another from the same lender on substan ally different terms, or the terms of an exis ng liability are substan ally modified, such an
exchange or modifica on is treated as the derecogni on of the original liability and the recogni on of a new liability. The difference in the respec ve
carrying amounts is recognised in the statement of profit or loss.
d. Offse ng of financial instruments
Financial assets and financial liabili es are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right
to offset the recognised amounts and there is an inten on to se le on a net basis, to realise the assets and se le the liabili es simultaneously.
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Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure V – Material accoun ng policies
(All Amounts in ₹ Million, unless otherwise stated)
2.14 Fair value measurement
In determining the fair value of its financial instruments, the Group uses following hierarchy and assump ons that are based on market condi ons
and risks exis ng at each repor ng date.
All assets and liabili es for which fair value is measured or disclosed in the Restated Consolidated Financial Informa on are categorised within the
fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1 - Quoted (unadjusted) market prices in ac ve markets for iden cal assets or liabili es.
Level 2 - Valua on techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
Level 3 - Valua on techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
For assets and liabili es that are recognised in the Restated Consolidated Financial Informa on on a recurring basis, the Group determines whether
transfers have occurred between levels in the hierarchy by re-assessing categorisa on (based on the lowest level input that is significant to the fair
value measurement as a whole) at the end of each repor ng period.
2.15 Inventories
Inventory is stated at the lower of cost and net realisable value. Cost of inventories comprise of all cost of purchase and other cost incurred in
bringing the inventories to their present loca on and condi on. Cost is determined using weighted average method. Net realisable value is the
es mated selling price in the ordinary course of business, less es mated costs of comple on and the es mated costs necessary to make the sale.
2.16 Borrowing costs
Borrowing costs directly a ributable to the acquisi on, construc on or produc on of an asset that necessarily take a substan al period of me to
get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which
they occur. Borrowing costs consist of interest and other costs that an en ty incurs in connec on with the borrowing of funds. Borrowing cost also
includes exchange differences to the extent regarded as an adjustment to the borrowing costs.
2.17 Share issue expenses
Incremental costs directly a ributable to the issue of equity shares are adjusted with securi es premium.
2.18 Foreign currency
Transac ons in foreign currencies are ini ally recorded by the respec ve en es of the Group at their respec ve func onal currency spot rates, at
the date the transac on first qualifies for recogni on.
Monetary assets and liabili es denominated in foreign currencies are translated at the func onal currency spot rates of exchange at the repor ng
date. Exchange differences arising on se lement or transla on of monetary items are recognised as income or expenses in the period in which they
arise.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the
ini al transac ons.
2.19 Share based payments
The Group measures compensa on cost rela ng to employee stock op ons plans using the fair valua on method in accordance with Ind AS 102,
Share-Based Payment. Compensa on expense is amor zed over the ves ng period as per graded ves ng method. The cost of equity-se led
transac ons is determined by the fair value at the date when the grant is made using an appropriate valua on model. That cost is recognised,
together with a corresponding increase in Share based payment reserve in other equity, over the period in which the performance and/or service
condi ons are fulfilled in employee benefits expense. The cumula ve expense recognised for equity-se led transac ons at each repor ng date un l
the ves ng date reflects the extent to which the ves ng period has expired and the Group’s best es mate of the number of equity instruments that
will ul mately vest.
When an award is cancelled by the Group or by the counterparty, any remaining element of the fair value of the award is expensed immediately
through the Restated Consolidated Statement of Profit and Loss.
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Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure V – Material accoun ng policies
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2.20 Employee benefits
Employee benefits consists of Salaries, wages, bonus, contribu on to provident and other funds, share bases payment expense and staff welfare
expense.
Defined contribu on plans
The Group’s contribu ons to defined contribu on plans (provident fund and ESI) are recognized in Restated Consolidated Statement of Profit and
Loss when the employee renders related service.
Defined benefit plans
Gratuity, which is a defined benefit plan, is accrued based on an independent actuarial valua on, which is carried out based on projected unit credit
method as at the balance sheet date. The Group recognizes the net obliga on of a defined benefit plan in its Restated Consolidated Statement of
Assets and Liabili es as liability. Actuarial gains and losses through re-measurements of the net defined benefit liability/ (asset) are recognized in
other comprehensive income. In accordance with Ind AS, re-measurement gains and losses on defined benefit plans recognised in OCI are not to be
subsequently reclassified to the Restated Consolidated Statement of Profit and Loss.
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Group recognises the following changes in
the net defined benefit obliga on as an expense in the Restated Consolidated Statement of Profit and Loss:
• Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-rou ne se lements; and
• Net interest expense or income.
Short-term employee benefits
Short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognised during the year when the
employees render the service. Compensated absences, which are expected to be u lised within the next 12 months, are treated as short-term
employee benefits. The Group measures the expected cost of such absences as the addi onal amount that it expects to pay as a result of the unused
en tlement that has accumulated at the repor ng date.
Long-term employee benefits
Compensated absences which are not expected to occur within twelve months a er the end of the period in which the employees render the related
services are treated as long-term employee benefits for measurement purpose. Such long-term compensated absences are provided for based on
the actuarial valua on using the projected unit credit method at the year end, less the fair value of the plan assets out of which the obliga ons are
expected to be se led. Actuarial gains/losses are immediately taken to the Restated Consolidated Statement of Profit and Loss and are not deferred.
The Group presents the en re compensated absences balance as a current liability in the Restated Consolidated Financial Informa on, since it does
not have an uncondi onal right to defer its se lement for twelve months a er the repor ng date.
2.21 Taxes on income
Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the year. Current and deferred tax
are recognised in the Restated Consolidated Statement of Profit and Loss, except when they relate to items that are recognised in other
comprehensive income or directly in other equity, in which case, the current and deferred tax are also recognised in other comprehensive income
or directly in equity, respec vely.
Current income tax
Current income tax for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxa on authori es
based on the taxable income for that period. The tax rates and tax laws used to compute the amount are those that are enacted or substan vely
enacted as at the balance sheet date.
Current income tax rela ng to items recognised outside profit or loss is recognised outside profit or loss (either in OCI or in equity).
The Company offsets current tax assets and current tax liabili es, where it has a legally enforceable right to set off the recognized amounts and
where it intends either to realise the asset and se le the liability on a net basis or simultaneously.
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Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure V – Material accoun ng policies
(All Amounts in ₹ Million, unless otherwise stated)
2.21 Taxes on income (Contd..)
Deferred income tax
Deferred income tax is recognised using the balance sheet approach, deferred tax is recognized on temporary differences at the balance sheet date
between the tax bases of assets and liabili es and their carrying amounts for financial repor ng purposes, except
- when the deferred income tax arises from the ini al recogni on of goodwill or an asset or liability in a transac on that is not a business
combina on and affects neither accoun ng nor taxable profit or loss at the me of the transac on.
- In respect of taxable temporary differences associated with investments in subsidiaries, associates and interest in joint ventures, when the
ming of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the
foreseeable future.
Deferred income tax assets are recognized for all deduc ble temporary differences, carry forward of unused tax credits and unused tax losses, to
the extent that it is probable that taxable profit will be available against which the deduc ble temporary differences, and the carry forward of unused
tax credits and unused tax losses can be u lized.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable
that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be u lized.
Deferred income tax assets and liabili es are measured at the tax rates that are expected to apply in the year when the asset is realized or the
liability is se led, based on tax rates (and tax laws) that have been enacted or substan vely enacted at the balance sheet date.
Deferred tax assets and liabili es are offset if there is a legally enforceable right to offset current tax liabili es and assets, and they relate to income
taxes levied by the same tax authority on the same taxable en ty, or on different tax en es, but they intend to se le current tax liabili es and
assets on a net basis or their tax assets and liabili es will be realised simultaneously.
Minimum alternate tax (MAT) paid in a year is charged to the Restated Consolidated Statement of Profit and Loss as current tax for the year. The
deferred tax asset is recognised for MAT credit available only to the extent that it is probable that the Group will pay normal income tax during the
specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the year in which the Group recognizes MAT credit as an
asset, it is created by way of credit to the Restated Consolidated Statement of Profit and Loss and shown as part of deferred tax asset. The Group
reviews the “MAT credit en tlement” asset at each repor ng date and writes down the asset to the extent that it is no longer probable that it will
pay normal tax during the specified period.
2.22 Provision and con ngent liabili es
A provision is recognized when Group has a present obliga on (legal or construc ve) as a result of past event and it is probable that an ou low of
resources will be required to se le the obliga on, in respect of which a reliable es mate can be made of the amount of the obliga on. If the effect
of me value of money is material, provision is discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the
liability. When discoun ng is used, the increase in the provision due to the passage of me is recognised as a finance cost. When some or all of the
economic benefits required to se le a provision are expected to be recovered from a third party, the receivable is recognized as an asset, if it is
virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
Provisions for onerous contracts, i.e., contracts where the expected unavoidable costs of mee ng obliga ons under a contract exceed the economic
benefits expected to be received, are recognized when it is probable that an ou low of resources embodying economic benefits will be required to
se le a present obliga on as a result of an obliga ng event, based on a reliable es mate of such obliga on.
A con ngent liability is a possible obliga on that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of
one or more uncertain future events beyond the control of the Group or a present obliga on that is not recognized because it is not probable that
an ou low of resources will be required to se le the obliga on. A con ngent liability also arises in extremely rare cases where there is a liability
that cannot be recognized because it cannot be measured reliably. The Group does not recognize a con ngent liability but discloses its existence in
the Restated Consolidated Financial Informa on.
Provision and con ngent liabili es are reviewed at each Balance Sheet date.
2.23 Earnings per share
Basic earnings per share is computed by dividing the profit/(loss) a er tax a ributable to the equity holders of the Group by the weighted average
number of equity shares outstanding during the year.
Diluted earnings per share is computed by dividing the profit/(loss) a er tax as adjusted for dividend, interest (net of any a ributable taxes) other
charges to expense or income rela ng to the dilu ve poten al equity shares, by the weighted average number of equity shares considered for
deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilu ve
poten al equity shares.
Poten al equity shares are deemed to be dilu ve only if their conversion to equity shares would decrease the net profit per share or increase the
net loss per share. Poten al dilu ve equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a
later date. Dilu ve poten al equity shares are determined independently for each period presented.
308
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure V – Material accoun ng policies
(All Amounts in ₹ Million, unless otherwise stated)
2.24 Opera ng Segments
Opera ng segments are reported in a manner consistent with the internal repor ng provided to the chief opera ng decision maker. The Chief
Execu ve Officer has been iden fied as the chief opera ng decision maker.
The Group iden fies primary segments based on the dominant source, nature of risks and returns and the internal organiza on and management
structure. The opera ng segments are the segments for which separate financial informa on is available and for which opera ng profit/loss amounts
are evaluated regularly by the chief opera ng decision maker in deciding how to allocate resources and in assessing performance, the analysis of
geographical segments is based on the areas in which major opera ng divisions of the Group operate.
Segment revenue, segment expenses have been iden fied to the segments on the basis of their rela onship to the opera ng ac vi es of the
segment.
Inter-segment revenue is accounted on the basis of transac ons which are primarily determined based on market / fair value factors.
Revenue and expenses directly a ributable to segments are reported under each reportable segment. Expenses which are not directly iden fiable
to any repor ng segment have been allocated to respec ve segments based on the number orders, number of employees as reviewed by CODM.
2.25 Statement of cash flows
Cash flows from opera ng ac vi es are reported using the indirect method set out in Indian Accoun ng Standard (Ind AS) 7 on Statement of Cash
Flows, whereby profit/(loss) for the period is adjusted for the effects of transac ons of a non-cash nature, any deferrals or accruals of past or future
opera ng cash receipts or payments and item of income or expenses associated with inves ng or financing cash flows. The cash flows from
opera ng, inves ng and financing ac vi es of the Group are segregated.
For the purposes of Restated Consolidated Statement of Cash Flows, cash and cash equivalents comprise the total cash and cash equivalents as
disclosed in note 9 adjusted for Bank overdra repayable on demand.
2.26 Events occurring a er the balance sheet date.
Based on the nature of the event, the group iden fies the events occurring between the balance sheet date and the date on which the consolidated
financial statements are approved as ‘Adjus ng Event’ and ‘Non-adjus ng event’. Adjustments to assets and liabili es are made for events occurring
a er the balance sheet date that provide addi onal informa on materially affec ng the determina on of the amounts rela ng to condi ons exis ng
at the balance sheet date or because of statutory requirements or because of their special nature. For non-adjus ng events, the group may provide
a disclosure in the consolidated financial statements considering the nature of the transac on.
2.27 Excep onal items
The Group considers excep onal items to be those which derive from events or transac ons which are significant for separate disclosure by virtue
of their size or incidence in order for the user to obtain a proper understanding of the Group's financial performance. These items include, but are
not limited to, impairment charges, restructuring costs and profits and losses on disposal of subsidiaries, con ngent considera on and other one
off items which meet this defini on. To provide a be er understanding of the underlying results of the period, excep onal items are reported
separately in the Restated Consolidated Statement of Profit and Loss.
2.28 Recent accoun ng pronouncements
Ministry of Corporate Affairs (“MCA”) no fies new standard or amendments to the exis ng standards under Companies (Indian Accoun ng
Standards) Rules as issued from me to me. As of 30 June 2024, MCA has not no fied any new standards or amendments to the exis ng standards
applicable to the Group that has not been applied.
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309
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
3 Property, plant and equipment
Plant and Computer Furniture and Leasehold
Office equipments Total
equipments equipments fixtures improvements
Gross carrying value
As at April 01, 2021 612.51 412.65 859.31 140.75 2,528.45 4,553.67
Additions during the year 37.99 1,331.78 490.49 301.02 983.20 3,144.48
Adjustments/reclassification - - - (19.00) 19.00 -
Acquisition through business combination (Refer note 43(c)) 3.36 - 0.67 - - 4.03
Disposals during the year (9.13) (388.90) (116.98) (92.14) (516.34) (1,123.49)
As at March 31, 2022 644.73 1,355.53 1,233.49 330.63 3,014.31 6,578.69
Additions during the year 15.75 472.05 278.28 192.49 399.56 1,358.13
Acquisition through business combination (Refer note 43(b)) - 1.00 2.00 - - 3.00
Disposals during the year (123.51) (67.51) (101.45) (32.90) (434.22) (759.59)
As at March 31, 2023 536.97 1,761.07 1,412.32 490.22 2,979.65 7,180.23
Additions during the period 0.04 135.12 22.94 414.62 256.32 829.04
Disposals during the period (91.99) (39.34) (100.64) (8.49) (236.43) (476.89)
As at June 30, 2023 445.02 1,856.85 1,334.62 896.35 2,999.54 7,532.38
As at April 01, 2023 536.97 1,761.07 1,412.32 490.22 2,979.65 7,180.23
Additions during the year 15.51 808.68 113.01 1,600.86 951.19 3,489.25
Acquisition through business combination (Refer note 43(a)) - 17.27 - 5.83 - 23.10
Disposals during the year (Refer note 3.2) (445.14) (287.80) (271.87) (51.04) (1,559.53) (2,615.38)
As at March 31, 2024 107.34 2,299.22 1,253.46 2,045.87 2,371.31 8,077.20
Additions during the period 0.36 258.38 31.25 123.69 329.35 743.03
Disposals during the period (29.45) (13.35) (25.96) (10.09) (94.69) (173.54)
As at June 30, 2024 78.25 2,544.25 1,258.75 2,159.47 2,605.97 8,646.69
Accumulated depreciation and impairment
As at April 01, 2021 522.53 286.58 608.38 63.20 1,686.13 3,166.82
Charge for the year (Refer note 27) 28.89 111.40 217.71 35.22 263.69 656.91
Impairment for the year (Refer note 3.1 and 29.1) 2.46 9.24 0.98 9.79 82.72 105.19
Disposals for the year (11.98) (29.24) (94.90) (5.19) (324.72) (466.03)
As at March 31, 2022 541.90 377.98 732.17 103.02 1,707.82 3,462.89
Charge for the year (Refer note 27) 32.53 267.26 252.71 73.26 389.35 1,015.11
Impairment for the year (Refer note 3.1 and 29.1) 1.00 0.72 - - 90.84 92.56
Disposals for the year (115.53) (60.34) (73.00) (23.08) (255.87) (527.82)
As at March 31, 2023 459.90 585.62 911.88 153.20 1,932.14 4,042.74
Charge for the period (Refer note 27) 7.43 124.10 62.02 55.44 94.07 343.06
Impairment for the period (Refer note 3.1 and 29.1) - - - - 6.70 6.70
Disposals for the period (91.04) (37.55) (91.07) (6.83) (189.66) (416.15)
As at June 30, 2023 376.29 672.17 882.83 201.81 1,843.25 3,976.35
As at April 01, 2023 459.90 585.62 911.88 153.20 1,932.14 4,042.74
Charge for the year (Refer note 27) 29.35 567.44 271.31 450.50 446.22 1,764.82
Impairment for the year (Refer note 3.1 and 29.1) 5.29 3.30 0.57 0.30 118.24 127.70
Disposals for the year (Refer note 3.2) (428.16) (261.01) (237.83) (42.61) (1,416.30) (2,385.91)
As at March 31, 2024 66.38 895.35 945.93 561.39 1,080.30 3,549.35
Charge for the period (Refer note 27) 3.37 197.36 61.43 144.43 126.70 533.29
Impairment for the period (Refer note 3.1 and 29.1) 0.34 26.69 - 6.92 13.72 47.67
Disposals for the period (26.32) (11.61) (23.46) (5.92) (94.91) (162.22)
As at June 30, 2024 43.77 1,107.79 983.90 706.82 1,125.81 3,968.09
Net carrying value
As at March 31, 2022 102.83 977.55 501.32 227.61 1,306.49 3,115.80
As at March 31, 2023 77.07 1,175.45 500.44 337.02 1,047.51 3,137.49
As at June 30, 2023 68.73 1,184.68 451.79 694.54 1,156.29 3,556.03
As at March 31, 2024 40.96 1,403.87 307.53 1,484.48 1,291.01 4,527.85
As at June 30, 2024 34.48 1,436.46 274.85 1,452.65 1,480.16 4,678.60
3.1 Pertains to certain closed dark stores and inactive kitchens where the carrying value has exceeded its recoverable amount.
3.2 This primarily pertains to inactive kitchen assets which are fully depreciated and disposed off during the year.
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310
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
4 Goodwill and other intangible assets
Vendor Customer Trademark and Non-compete Computer
Technology Total Goodwill
Relationships contracts others asset software
Gross carrying value
As at April 01, 2021 - 117.63 105.96 610.00 48.35 21.24 903.18 1,226.33
Additions during the year - - - - - - - -
Acquisition through business combination - - 37.55 84.90 14.05 - 136.50 109.15
(Refer note 43(c))
Deletions / adjustments during the year - - - - - (10.91) (10.91) -
As at March 31, 2022 - 117.63 143.51 694.90 62.40 10.33 1,028.77 1,335.48
Additions during the year - - - - - 110.07 110.07 -
Acquisition through business combination - 755.16 786.00 1,784.00 - - 3,325.16 3,148.59
(Refer note 43(b))
Deletions / adjustments during the year - - - - - - - -
As at March 31, 2023 - 872.79 929.51 2,478.90 62.40 120.40 4,464.00 4,484.07
Additions during the period - - - - - - - -
Deletions / adjustments during the period - - - - - - - -
As at June 30, 2023 - 872.79 929.51 2,478.90 62.40 120.40 4,464.00 4,484.07
As at April 01, 2023 - 872.79 929.51 2,478.90 62.40 120.40 4,464.00 4,484.07
Additions during the period - - - - - - - -
Acquisition on business combination (Refer 279.00 - 189.00 - - - 468.00 3,816.08
note 43(a))
Deletions / adjustments during the year - - - (18.81) (48.00) (0.94) (67.75) -
As at March 31, 2024 279.00 872.79 1,118.51 2,460.09 14.40 119.46 4,864.25 8,300.15
Additions during the period - - - 14.89 - - 14.89 -
Deletions / adjustments during the period - - - - - - - -
As at June 30, 2024 279.00 872.79 1,118.51 2,474.98 14.40 119.46 4,879.14 8,300.15
Accumulated amortisation and impairment
As at April 01, 2021 - 97.84 36.89 190.55 48.35 15.33 388.96 -
Amortisation for the year (Refer note 27) - 5.72 33.99 100.42 1.98 - 142.11 -
Deletions / adjustments during the period - - - - - (5.00) (5.00) -
Impairment for the year (Refer note 29) - 14.07 - 325.90 - - 339.97 1,226.33
As at March 31, 2022 - 117.63 70.88 616.87 50.33 10.33 866.04 1,226.33
Amortisation for the year (Refer note 27) - 188.14 95.84 108.00 5.00 3.60 400.58 -
Deletions / adjustments during the period - - - - - - - -
As at March 31, 2023 - 305.77 166.72 724.87 55.33 13.93 1,266.62 1,226.33
Amortisation for the period (Refer note 27) - 62.75 27.98 34.24 1.14 5.49 131.60 -
Deletions / adjustments during the period - - - - - - - -
As at June 30, 2023 - 368.52 194.70 759.11 56.47 19.42 1,398.22 1,226.33
As at April 01, 2023 - 305.77 166.72 724.87 55.33 13.93 1,266.62 1,226.33
Amortisation for the year (Refer note 27) 27.25 251.66 110.22 136.87 4.48 22.70 553.18 -
Deletions / adjustments during the year - - - (18.81) (48.00) (0.94) (67.75) -
Impairment for the year (Refer note 29) - - 22.54 43.96 2.59 - 69.09 109.15
As at March 31, 2024 27.25 557.43 299.48 886.89 14.40 35.69 1,821.14 1,335.48
Amortisation for the period (Refer note 27) 16.87 62.76 31.04 30.84 - 3.88 145.39 -
Deletions / adjustments during the period - - - - - - - -
As at June 30, 2024 44.12 620.19 330.52 917.73 14.40 39.57 1,966.53 1,335.48
Net carrying value
As at March 31, 2022 - - 72.63 78.03 12.07 - 162.73 109.15
As at March 31, 2023 - 567.02 762.79 1,754.03 7.07 106.47 3,197.38 3,257.74
As at June 30, 2023 - 504.27 734.81 1,719.79 5.93 100.98 3,065.78 3,257.74
As at March 31, 2024 251.75 315.36 819.03 1,573.20 - 83.77 3,043.11 6,964.67
As at June 30, 2024 234.88 252.60 787.99 1,557.25 - 79.89 2,912.61 6,964.67
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311
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
4 Goodwill and other intangible assets (Contd..)
Impairment of cash generating units
The Group evaluates for impairment if cash generating units (CGUs) have identified impairment triggers. Impairment is recognised, when the carrying amount of CGUs including goodwill, exceeds the
estimated recoverable amount of CGU. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to the cash generating unit (CGU), which benefit from the synergies
of the acquisition. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or group of assets. CGUs which have
goodwill allocated to them are tested for impairment at least annually.
The Goodwill acquired through business combinations has been allocated to the following CGU’s till the three months ended June 30, 2024, June 30, 2023 and years ended March 31, 2024, March 31,
2023 and March 31, 2022:
As at As at As at As at As at
Particulars
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Supply chain and distribution (Refer note 4(i)) 3,816.08 - 3,816.08 - -
Out of home consumption (Refer note 4(ii)) 3,148.59 3,148.59 3,148.59 3,148.59 -
Platform Innovation
Private Brands (Refer note 4(iii)) 109.15 109.15 109.15 109.15 109.15
SuprDaily (Refer note 4(iv)) 1,226.33 1,226.33 1,226.33 1,226.33 1,226.33
Total 8,300.15 4,484.07 8,300.15 4,484.07 1,335.48
Less: Impaired (Refer note 4(iii), 4(iv) and 4(v)) (1,335.48) (1,226.33) (1,335.48) (1,226.33) (1,226.33)
Net 6,964.67 3,257.74 6,964.67 3,257.74 109.15
(i) The recoverable amount of Supply chain and distribution has been determined based on a value in use calculation. That calculation uses cash flow projections based on financial budgets approved by
management covering a five-year period, and a discount rate of 20.10% as at March 31, 2024 (June 30, 2023: NA, March 31, 2023: NA, March 31, 2022: NA). Cash flows beyond that five-year period have
been extrapolated using a constant five per cent growth rate. This growth rate does not exceed the long-term average growth rate of the market. As at the three months ended June 30, 2024, the Group
has not identified any indication for impairment of assets.
(ii) The recoverable amount of out of home consumption has been determined based on a value in use calculation. That calculation uses cash flow projections based on financial budgets approved by
management covering a five-year period, and a discount rate of 20.70% as at March 31, 2024 (March 31, 2023: 18.00%, March 31, 2022: NA). Cash flows beyond that five-year period have been
extrapolated using a constant five per cent growth rate. This growth rate does not exceed the long-term average growth rate of the market. As at the three months ended June 30, 2024 and June 30,
2023, the Group has not identified any indication for impairment of assets.
(iii) During the year ended March 31, 2024, the Group had assessed the carrying value of the investment in the Private Brands considering its restructuring plan to suspend majority of operations except
in partial locations in Bangalore with effect from March 2024. Management performed an assessment of the recoverable amount of the CGU based on the future operational plan and projected
cashflows, based on the assessment goodwill and other intangible assets have been impaired fully. The recoverable amount of Private Brands has been determined based on the value in use. Value in use
has been determined based on future operating plan, projected cash flows, growth rates, economic conditions and trends. That calculation uses cash flow projections based on financial budgets approved
by management covering a five-year period, and a discount rate of 20.10% as at March 31, 2024. Cash flows beyond that five-year period have been extrapolated using a constant five per cent growth
rate. This growth rate does not exceed the long-term average growth rate of the market.
(iv) During the year ended March 31, 2022, the Group had assessed the carrying value of the investment in the subsidiary (SuprDaily) considering its restructuring plan to suspend operations in 5 out of 6
cities with effect from May 2022. Management performed an assessment of the recoverable amount of the CGU based on the future operational plan and projected cashflows, based on the assessment
(i) the entire investment as at March 31, 2022 has been impaired in the standalone financial statements of the Company, (ii) the recoverable amount of the assets such as property plant and equipment
and inventories has been assessed and impairment provision of ₹ 105.19 Million and ₹ 60.55 Million respectively, has been provided in the restated consolidated financial information of the Group, and
(iii) Goodwill and other intangible assets which were recognised on acquisition of SuprDaily during the year ended 31 March, 2020 has been impaired in full amounting to ₹ 1,266.33 Million towards
Goodwill and ₹ 339.97 Million towards other intangible assets, in the restated consolidated financial information of the Group. These impairment provisions with respect to property, plant and
equipment, inventories, Goodwill and other intangible assets have been disclosed as exceptional items in this restated consolidated financial information, refer note 29. The recoverable amount of
SuprDaily has been determined based on the value in use. Value in use has been determined based on future operating plan, projected cash flows, growth rates, economic conditions and trends. The
estimated cash flows for a period of 5 years were developed using internal forecasts, and a discount rate of 24.5%.
(v) The estimated recoverable amount of CGU's other than SuprDaily and Private Brands has exceeded its carrying amount and accordingly, no impairment is recognised.
(vi) An analysis of the sensitivity of the computation to a change in key assumptions (discount rates and long-term average growth rate), based on any reasonable change, did not identify any probable
scenario in which the recoverable amount of the Supply chain and distribution and Out of home consumption CGUs would decrease below its carrying amount for the years ended March 31, 2024, March
31, 2023 and March 31, 2022.
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312
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
5 Investment in associates
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Non-current
Unquoted - Equity method
Investment in equity & preference shares of associates
Loyal Hospitality Private Limited (Refer note 5.2) 602.68 664.72 603.58 669.72 -
(689,358 Series B5 CCPS of ₹ 10.00 each, fully paid up (June 30, 2023: 689,358, March 31,
2024: 689,358, March 31, 2023: 689,358, March 31, 2022: Not Applicable {"NA"})
602.68 664.72 603.58 669.72 -
5.1 During the year ended March 31, 2022, the Company had disinvested its entire holding in Maverix Platforms Private Limited by way of sale of all instruments for a total consideration of ₹ 836.60
million and recorded a gain of ₹ 654.60 Million in the Restated Consolidated Statement of Profit and Loss.
5.2 On March 01, 2023, the Group has sold one of its business undertaking on slump sale basis to Loyal Hospitality Private Limited (LHPL). The sale was for a consideration of ₹ 670.75 Million. In exchange
of the consideration, the Group received 689,358 Series B5 CCPS of face value of ₹ 10.00 each representing 21.72% of shareholding of LHPL. Based on the terms of the shareholders agreement including a
right of the Group to appoint director, the Group has significant influence over the investment in accordance with Ind AS 28 ‘Investments in Associates and Joint Ventures’. On account of this sale, the
Group recorded a gain of ₹ 533.67 Million in the restated consolidated statement of profit and loss during the year ended March 31, 2023 (refer note 23).
Until the three months ended June 30, 2024, the Group has recognised share in the net loss of LHPL amounting to ₹ 68.07 Million (June 30, 2023: ₹ 6.03 Million and years ended March 31, 2024: ₹ 67.17
Million, March 31, 2023: ₹ 1.03 Million).
6 Investments
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Non-current
Unquoted - carried at fair value through other comprehensive income (FVTOCI)
Urbanpiper Technology Private Limited (Refer note 6.1) 278.02 278.02 278.02 278.02 373.88
(1,260 Series B 0.001% CCPS of ₹ 100.00 each, fully paid up (June 30, 2023: 1,260, March 31,
2024: 1,260, March 31, 2023: 1,260, March 31, 2022: 1,260)
Roppen Transportation Services Private Limited (Refer note 6.2) 10,491.26 9,505.00 10,436.68 9,505.00 -
(10 Equity shares of ₹ 10.00 each, fully paid up (June 30, 2023: 10, March 31, 2024: 10,
March 31, 2023: 10, March 31, 2022: NA)
(199,948 Series D CCPS of ₹ 1.00 each, fully paid up (June 30, 2023: 199,948, March 31,
2024: 199,948, March 31, 2023: 199,948, March 31, 2022: NA)
Unquoted - carried at amortised cost
Investments in Non-Convertible Debentures(NCDs)/bonds * 4,187.29 3,338.93 2,333.77 5,381.00 6,476.31
Investments in certificate of deposits * 1,873.32 - 774.37 1,000.00 5,950.00
16,829.89 13,121.95 13,822.84 16,164.02 12,800.19
Current
Quoted - carried at fair value through profit or loss (FVTPL)
Investments in mutual fund units 25,090.32 34,107.76 31,053.41 37,380.61 86,227.65
Unquoted - carried at amortised cost
Investments in commercial papers (Refer note 6.3) - - - - -
(net of impairment of ₹ 598.15 Million (June 30, 2023: ₹ 598.15 Million, March 31, 2024: ₹
598.15 Million, March 31, 2023: ₹ 598.15 Million, March 31, 2022: ₹ 598.15 Million)
Investments in Non-Convertible Debentures(NCDs)/bonds * 2,011.03 4,324.82 3,812.62 4,340.91 752.18
Investments in certificate of deposits * 2,081.81 8,496.89 2,418.67 6,850.00 3,700.00
29,183.16 46,929.47 37,284.70 48,571.52 90,679.83
* Investments in Non Convertible Debentures/bonds and certificate of deposits with financial institutions yield fixed interest rate
Details of aggregate amount of quoted, unquoted and impairment of investments:
Aggregate amount of quoted investments and market value thereof 25,090.32 34,107.76 31,053.41 37,380.61 86,227.65
Aggregate amount of unquoted investments 21,520.88 26,541.81 20,652.28 27,953.08 17,850.57
Aggregate amount of impairment in value of investments 598.15 598.15 598.15 598.15 598.15
6.1 During the year ended March 31, 2022, the Group had acquired 5% of shareholding in Urbanpiper Technology Private Limited ("Urbanpiper") for a total consideration of ₹ 373.88 Million. The CCPS are
designated as FVTOCI as they are not held for trading purpose and are not in similar line of business as the Group. Further, disclosing their fair value fluctuation in profit or loss will not reflect the purpose
of holding. During the year ended March 31, 2023, the Group has recorded FVTOCI loss in the restated consolidated statement of profit and loss amounting to ₹ 95.86 Million on account of changes in the
fair value of shares (refer note 38). As at June 30, 2024 there is no change in the fair value of the aforesaid investment and accordingly, no gain/ loss has been recorded.
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313
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
6 Investments (Contd..)
6.2 During the year ended March 31, 2023, the Group has acquired 199,948 Series D CCPS shares and 10 equity shares in Roppen Transportation Services Private Limited (“Rapido”) constituting 15.10% on
a fully diluted basis for ₹ 9,505.00 Million. Rapido is engaged in providing services as on-demand technology-based transportation aggregator for two-wheelers and four-wheeler vehicles and operates
through the mobile application ‘Rapido’. The Group basis the shareholders agreement (‘SHA”) had the right to nominate and appoint 1 (one) Nominee Director in the board of Rapido subject to the terms
contained in the SHA and the Articles of Association of Rapido. The Group on date of acquisition has issued an irrevocable waiver letter basis which it has waived its right to appoint a director on an
irrevocable and unconditional basis till March 31, 2024 and subsequently, the Group has extended the waiver till December 31, 2025 (“Waiver”). Basis such waiver of rights, the Group concluded that it
has no significant influence on Rapido and hence it is not an associate as per Ind AS 28 ‘Investments in Associates and Joint Ventures’ and hence the Group has recognised the investments in Rapido as an
investment at FVTOCI. Basis the fair valuation of the aforesaid investment as at June 30, 2024, the Group has recorded FVTOCI gain in the Restated Consolidated Statement of Profit and Loss amounting to
₹ 54.58 Million (June 30, 2023: ₹ Nil, March 31, 2024: ₹ 931.68 Million, March 31, 2023: ₹ Nil, March 31, 2022: NA) (Refer note 38).
6.3 The Group, as part of its treasury operations, invested in commercial papers aggregating to ₹ 598.15 Million, with 'Infrastructure Leasing and Financial Services Limited and its subsidiary' (IL&FS Group),
which were due for maturity on February 15, 2019 amounting to ₹ 368.73 Million and July 11, 2019 amounting to ₹ 229.42 Million, the aforesaid amount and interest there on has not been received when
it was due. As a result of increased credit risk in relation to outstanding balance from IL&FS Group and the uncertainty prevailing on IL&FS Group due to the proceedings pending with the National
Company Law Tribunal (NCLT), Management had provided for full amount ₹ 598.15 Million for impairment in the value of commercial papers during the year ended March 31, 2019.
7 Inventories
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Raw material 61.65 40.56 61.07 51.39 53.45
Stock in trade 501.33 68.47 425.83 55.02 185.10
Less: write-down of stock in trade (Refer note 29) - - - - (61.15)
562.98 109.03 486.90 106.41 177.40
8 Trade receivables
(Carried at amortised cost)
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Current
Unsecured, considered good* 11,895.90 9,501.66 9,638.50 10,623.49 11,119.32
Trade receivables - credit impaired 880.27 779.37 773.08 723.33 493.19
Total 12,776.17 10,281.03 10,411.58 11,346.82 11,612.51
Impairment allowance (allowance for doubtful debts)
Trade receivables - credit impaired (880.27) (779.37) (773.08) (723.33) (493.19)
Net 11,895.90 9,501.66 9,638.50 10,623.49 11,119.32
* Includes unbilled revenue
8. 1 The allowance for doubtful debts as of June 30, 2024, June 30, 2023, March 31, 2024, March 31, 2023 and March 31, 2022 and changes in the allowance for doubtful debts for the respective balance
sheet date are as follows:
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Opening balance 773.08 723.33 723.33 493.19 388.87
Add: Transfer of provision through business combination - - 55.80 7.20 -
Add: Provision of trade receivables - credit impaired 111.12 56.04 547.31 291.14 104.32
Less: Write offs (3.93) - (553.36) (68.20) -
Closing balance 880.27 779.37 773.08 723.33 493.19
8.2 No trade or other receivable are due from directors or other officers of the group either severally or jointly with any other person. Nor any trade or other receivable are due from firms or private
companies respectively in which any director is a partner, a director or a member. Refer note 39(b)(i) for further details.
8.3 Trade receivables are non - interest bearing and are generally on terms of 0 to 60 days.
8.4 Trade receivables ageing:
Outstanding from the due date of payment
Unbilled
Less than 6 6 months - 1 More than 3
dues 1-2 years 2-3 years Total
months year years
As at June 30, 2024
(i) Undisputed trade receivables – considered good 1,828.80 10,053.10 13.98 0.02 - - 11,895.90
(ii) Undisputed trade receivables – credit impaired 88.04 214.88 154.37 179.95 220.84 22.19 880.27
As at June 30, 2023
(i) Undisputed trade receivables – considered good 921.42 7,979.24 41.74 559.26 - - 9,501.66
(ii) Undisputed trade receivables – credit impaired 135.65 52.86 109.24 378.65 36.55 66.42 779.37
As at March 31, 2024
(i) Undisputed trade receivables – considered good 1,391.07 8,226.12 9.98 11.33 - - 9,638.50
(ii) Undisputed trade receivables – credit impaired 42.41 232.71 105.57 342.29 28.28 21.82 773.08
As at March 31, 2023
(i) Undisputed trade receivables – considered good 767.42 9,450.04 96.38 309.65 - - 10,623.49
(ii) Undisputed trade receivables – credit impaired 141.04 37.22 109.57 346.49 46.02 42.99 723.33
As at March 31, 2022
(i) Undisputed trade receivables – considered good 808.32 10,223.35 79.05 8.60 - - 11,119.32
(ii) Undisputed trade receivables – credit impaired 104.98 6.19 212.78 63.69 16.40 89.15 493.19
314
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
9 Cash and cash equivalents
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Cash in hand 19.01 - 22.70 - -
Cheques in hand 79.54 - 87.46 - -
Balances with banks - -
- in current accounts 7,766.21 12,202.59 7,059.18 8,325.21 6,961.30
- in deposit account (with original maturity of less than three months) 500.16 - 1,701.17 - 4,000.01
8,364.92 12,202.59 8,870.51 8,325.21 10,961.31
Restricted cash held in separate account * - - - 2,125.17 1,589.93
Less: Amount adjusted against merchant payables - - - (2,125.17) (1,589.93)
- - - - -
* During the year ended March 31, 2024, pursuant to regulatory clarification and communication from banks, the nodal accounts were converted into a current account and accordingly, the amounts have
been classified under “Balance with banks - in current accounts”. Accordingly, no balance has been netted off with “Amount payable to merchant”.
The Group maintains online payments received from customers in a separate account. For the previous years ended March 31, 2023: ₹ 2,125.17 million, March 31, 2022: ₹ 1,589.93 million is not recorded
in the cash and bank in the Restated Consolidated Financial Information, as these are collected on behalf of restaurant merchants and are not pertaining to the balances of the Group as the money was
held in trust by the Company, accordingly the same has been adjusted against amount payable to merchants (Refer note 18).
10 Bank balances other than cash and cash equivalents
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Deposits with original maturity greater than three months but less than twelve months
Fixed deposit - 11.78 5.63 211.77 11.45
Margin money deposit (Refer note 10.1) 30.06 2.30 32.37 102.20 65.97
30.06 14.08 38.00 313.97 77.42
10.1 Represents the margin money deposits with banks as security against term loans/ overdraft/credit card/bank guarantee facilities.
11 Other financial assets
(Carried at amortised cost)
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Non-current
Unsecured, considered good
Security deposits(i) 962.22 795.42 948.89 805.45 573.01
Margin money deposit - 303.84 - - -
962.22 1,099.26 948.89 805.45 573.01
Current
Unsecured, considered good
Bank deposits 2,317.75 3,961.34 2,846.30 3,144.18 374.94
Margin money deposit (Refer note 10.1) 2,339.86 645.88 1,549.39 1,348.10 1,453.70
Security deposits (ii) 284.07 358.48 297.01 361.96 482.68
Interest accrued - - - 994.10 508.12
Amount recoverable from payment gateways (iii) 3,101.80 1,140.79 2,689.47 - -
Balance with delivery partners 142.29 200.50 61.04 172.68 147.33
Brand promotion receivable (iv) 760.47 1,040.06 704.90 497.64 231.74
Others (v) 123.37 - 119.89 - -
9,069.61 7,347.05 8,268.00 6,518.66 3,198.51
(i)
Net off provision for deposits of ₹ 41.94 Million (June 30, 2023: ₹ Nil, March 31, 2024: ₹ 41.94 Million, March 31, 2023: NA, March 31, 2022: NA)
(ii)
Net off provision for deposits of ₹ Nil (June 30, 2023: ₹ Nil, March 31, 2024: ₹ 4.63 Million, March 31, 2023: NA, March 31, 2022: NA)
(iii)
Net off allowances for doubtful receivable of ₹ Nil (June 30, 2023: ₹ Nil, March 31, 2024: ₹ 6.77 Million, March 31, 2023: ₹ Nil, March 31, 2022: NA). For the year ended March 31, 2023: ₹ 945.38
Million (March 31, 2022: ₹ 657.24 Million) amount recoverable from payment gateways had been grouped under Trade receivables in the Restated Consolidated Financial Information.
(iv)
Net off provision for receivables of ₹ 101.07 Million (June 30, 2023: ₹ 59.81 Million, March 31, 2024: ₹ 101.07 Million, March 31, 2023: ₹ 9.36 Million, March 31, 2022: NA).
(v)
The Group has recognised expenses of ₹ 3.48 Million during the three months ended June 30, 2024 (June 30, 2023: NA, March 31, 2024: ₹ 119.89 Million, March 31, 2023: NA, March 31, 2022: NA)
towards proposed Initial Public Offering ("IPO") of its equity shares. The Group expects to recover proportionate amount from the selling shareholders on completion of initial public offering.
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
12 Income tax assets
Non-current
Tax deducted at source 1,740.69 1,774.32 1,603.01 1,574.51 1,091.68
1,740.69 1,774.32 1,603.01 1,574.51 1,091.68
315
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
13 Other assets
Non-current
Capital advances (i) 55.55 60.68 78.67 80.39 157.45
Prepaid expense 209.46 199.80 155.80 234.53 88.91
Balance with statutory and Government Authorities 305.82 - 301.52 - -
570.83 260.48 535.99 314.92 246.36
Current
Prepaid expense 778.89 667.02 719.20 575.54 1,080.38
Advance to suppliers (iii) 906.76 999.07 681.90 1,107.58 1,563.89
Balance with statutory and Government Authorities (ii) 1,282.22 1,462.01 1,297.94 2,011.37 2,279.51
Others 148.76 166.10 80.63 73.22 198.73
3,116.63 3,294.20 2,779.67 3,767.71 5,122.51
(i)
Net off allowances for doubtful advances of ₹ 28.09 Million (June 30, 2023: ₹ 15.68 Million, March 31, 2024: ₹ 21.28 Million, March 31, 2023: ₹ 15.68 Million, March 31, 2022: ₹ 15.68 Million).
(ii)
Includes ₹ 104.48 Million as amount paid under protest towards dispute on GST input credit (June 30, 2023: ₹ 120.96 Million, March 31, 2024: ₹ 104.48 Million, March 31, 2023: ₹ 180.33 Million, March
31, 2022: ₹ 180.33 Million). During the year ended March 31, 2022, in the writ petition filed before the Hon'ble High Court of Karnataka, the Hon'ble Court had decided the matter in favour of the Group
and had directed the department to refund the entire amount i.e., ₹ 275.15 Million to the Group, of which the Group had received ₹ 170.67 Million till the three months ended June 30, 2024 (June 30,
2023 : ₹ 154.19 Million and the years ended March 31, 2024: ₹ 170.67 Million, March 31, 2023: ₹ 94.82 Million, March 31, 2022: ₹ 94.82 Million).
(iii)
Net off provision for advances of ₹ 175.42 Million (June 30, 2023: ₹ 121.52 Million, March 31, 2024: ₹ 172.74 Million, March 31, 2023: NA, March 31, 2022: NA).
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316
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
14 Share capital
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
A. Authorised share capital
Equity shares of ₹ 1.00 each
2,800,000,000 (June 30, 2023: 2,145,006,000, March 31, 2024: 2,800,000,000, March 31, 2023: 2,800.00 2,145.00 2,800.00 2,145.00 2,145.00
2,145,006,000, March 31, 2022: 2,145,006,000)
Total (A) 2,800.00 2,145.00 2,800.00 2,145.00 2,145.00
Instruments entirely equity in nature
0.01% compulsorily convertible cumulative preference shares (CCCPS) of ₹ 10.00 each
Series A - 61,440 (June 30, 2023: 61,440, March 31, 2024: 61,440, March 31, 2023: 61,440, March
0.61 0.61 0.61 0.61 0.61
31, 2022: 61,440)
Series B - 85,000 (June 30, 2023: 85,000, March 31, 2024: 85,000, March 31, 2023: 85,000, March
0.85 0.85 0.85 0.85 0.85
31, 2022: 85,000)
Series C - 111,766 (June 30, 2023: 111,766, March 31, 2024: 111,766, March 31, 2023: 111,766,
1.12 1.12 1.12 1.12 1.12
March 31, 2022: 111,766)
Series D - 29,800 (June 30, 2023: 29,800, March 31, 2024: 29,800, March 31, 2023: 29,800, March
0.30 0.30 0.30 0.30 0.30
31, 2022: 29,800)
Series E - 102,960 (June 30, 2023: 102,960, March 31, 2024: 102,960, March 31, 2023: 102,960,
1.03 1.03 1.03 1.03 1.03
March 31, 2022: 102,960)
Series F - 80,290 (June 30, 2023: 80,290, March 31, 2024: 80,290, March 31, 2023: 80,290, March
0.80 0.80 0.80 0.80 0.80
31, 2022: 80,290)
Series G - 118,850 (June 30, 2023: 118,850, March 31, 2024: 118,850, March 31, 2023: 118,850,
1.19 1.19 1.19 1.19 1.19
March 31, 2022: 118,850)
Series H - 247,750 (June 30, 2023: 247,750, March 31, 2024: 247,750, March 31, 2023: 247,750,
2.48 2.48 2.48 2.48 2.48
March 31, 2022: 247,750)
Series I - 47,637 (June 30, 2023: 47,637, March 31, 2024: 47,637, March 31, 2023: 47,637, March
0.48 0.48 0.48 0.48 0.48
31, 2022: 47,637)
Series I-2 - 133,357 (June 30, 2023: 133,357, March 31, 2024: 133,357, March 31, 2023: 1,33,357,
1.33 1.33 1.33 1.33 1.33
March 31, 2022: 1,33,357)
Series J - 100,238 (June 30, 2023: 100,238, March 31, 2024: 100,238, March 31, 2023: 100,238,
1.00 1.00 1.00 1.00 1.00
March 31, 2022: 100,238)
Series J2 - 123,411 (June 30, 2023: 123,411, March 31, 2024: 123,411, March 31, 2023: 123,411,
1.23 1.23 1.23 1.23 1.23
March 31, 2022: 123,411)
Series K1 - 10,800,000 (June 30, 2023: NA, March 31, 2024: 10,800,000, March 31, 2023: NA,
108.00 - 108.00 - -
March 31, 2022: NA)
0.01% compulsorily convertible cumulative preference shares of ₹ 10,000.00 each
Series K - 108,000 (June 30, 2023: 108,000, March 31, 2024: 108,000, March 31, 2023: 108,000,
1,080.00 1,080.00 1,080.00 1,080.00 1,080.00
March 31, 2022: 108,000)
0.01% compulsorily convertible cumulative preference shares of ₹ 1,000.00 each
Bonus CCCPS - 162,997,600 (June 30, 2023: 163,105,600, March 31, 2024: 162,997,600, March
162,997.60 163,106.00 162,997.60 163,106.00 163,106.00
31, 2023: 163,105,600, March 31, 2022: 163,105,600)
Total (B) 164,198.02 164,198.42 164,198.02 164,198.42 164,198.42
Total (A+B) 166,998.02 166,343.42 166,998.02 166,343.42 166,343.42
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317
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
14 Share capital (Contd..)
B. Issued, subscribed and fully paid-up share capital
(i) Equity shares of ₹ 1.00 each
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Equity share capital* 38.09 26.57 30.06 26.57 8.56
Total (A) 38.09 26.57 30.06 26.57 8.56
* Consists of equity share capital of ₹ 38,091,031.00 (June 30, 2023: ₹ 26,573,839.00, March 31, 2024: ₹
30,065,688.00, March 31, 2023: ₹ 26,573,839.00, March 31, 2022: ₹ 8,562,704.00)
(ii) Instruments entirely equity in nature
0.01% compulsorily convertible cumulative preference shares (CCCPS) of ₹ 10.00 each
Series A - 61,340 (June 30, 2023: 61,340, March 31, 2024: 61,340, March 31, 2023: 61,340, 0.61 0.61 0.61 0.61 0.61
March 31, 2022: 61,340)
Series B - 84,345 (June 30, 2023: 84,345, March 31, 2024: 84,345, March 31, 2023: 0.84 0.84 0.84 0.84 0.84
84,345,March 31, 2022: 84,345)
Series C - 111,766 (June 30, 2023: 111,766, March 31, 2024: 111,766, March 31, 2023: 1.12 1.12 1.12 1.12 1.12
111,766, March 31, 2022: 111,766)
Series D - 29,793 (June 30, 2023: 29,793, March 31, 2024: 29,793, March 31, 2023: 29,793, 0.30 0.30 0.30 0.30 0.30
March 31, 2022: 29,793)
Series E - 102,956 (June 30, 2023: 102,956, March 31, 2024: 102,956, March 31, 2023: 102,956, 1.03 1.03 1.03 1.03 1.03
March 31, 2022: 102,956)
Series F - 80,280 (June 30, 2023: 80,280, March 31, 2024: 80,280, March 31, 2023: 80,280, 0.80 0.80 0.80 0.80 0.80
March 31, 2022: 80,280)
Series G - 118,843 (June 30, 2023: 118,843, March 31, 2024: 118,843, March 31, 2023: 1.19 1.19 1.19 1.19 1.19
118,843, March 31, 2022: 118,843)
Series H - 247,714 (June 30, 2023: 247,714, March 31, 2024: 247,714 March 31, 2023: 247,714, 2.48 2.48 2.48 2.48 2.48
March 31, 2022: 247,714)
Series I - 46,691 (June 30, 2023: 47,637 March 31, 2024: 47,637, March 31, 2023: 47,637, 0.47 0.48 0.48 0.48 0.48
March 31, 2022: 47,637 March 31, 2021: 47,637)
Series I-2 - 133,357 (June 30, 2023: 133,357, March 31, 2024: 133,357, March 31, 2023: 1.33 1.33 1.33 1.33 1.33
1,33,357, March 31, 2022: 1,33,357)
Series J - 100,238 (June 30, 2023: 100,238, March 31, 2024: 100,238, March 31, 2023: 1.00 1.00 1.00 1.00 1.00
100,238, March 31, 2022: 100,238)
Series J2 - 123,411 (June 30, 2023: 123,411, March 31, 2024: 123,411, March 31, 2023: 1.23 1.23 1.23 1.23 1.23
123,411, March 31, 2022: 123,411)
Series K1 - 10,721,700 (June 30, 2023: NA, March 31, 2024: 10,721,700, March 31, 2023: NA, 107.22 - 107.22 - -
March 31, 2022: NA)
0.01% compulsorily convertible cumulative preference shares of ₹ 10,000.00 each
Series K - 95,361 (June 30, 2023: 95,361, March 31, 2024: 95,361, March 31, 2023: 95,361,
March 31, 2022: 95,361) 953.61 953.61 953.61 953.61 953.61
0.01% compulsorily convertible cumulative preference shares of ₹ 1,000.00 each
Bonus CCCPS - 149,834,400 (June 30, 2023: 154,659,400, March 31, 2024: 154,659,400, March 149,834.40 154,659.40 154,659.40 154,659.40 154,659.40
31, 2023: 154,659,400, March 31, 2022: 154,659,400)
Total (B) 150,907.63 155,625.42 155,732.64 155,625.42 155,625.42
Total (A+B) 150,945.72 155,651.99 155,762.70 155,651.99 155,633.98
(a) Reconciliation of shares outstanding at the beginning and at the end of the reporting period:
(i) Equity share capital
No of shares Amount
As at April 01, 2021 104,802 0.10
Conversion of Bonus CCCPS to equity shares 8,446,200 8.45
Issued during the year 11,702 0.01
As at March 31, 2022 8,562,704 8.56
Issued during the year 18,011,135 18.01
As at March 31, 2023 26,573,839 26.57
Issued during the period - -
As at June 30, 2023 26,573,839 26.57
As at April 01, 2023 26,573,839 26.57
Issued during the year 3,491,846 3.49
As at March 31, 2024 30,065,685 30.06
Converted during the period 8,025,346 8.03
As at June 30, 2024 38,091,031 38.09
318
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
14 Share capital (Contd..)
(ii) Instruments entirely equity in nature
0.01% compulsorily convertible cumulative preference shares ("CCCPS")
As at June 30, 2024 As at June 30, 2023 As at March 31, 2024 As at March 31, 2023 As at March 31, 2022
No. of shares Amount No. of shares Amount No. of shares Amount No. of shares Amount No. of shares Amount
Series A
At the beginning of the period/
year 61,340 0.61 61,340 0.61 61,340 0.61 61,340 0.61 61,340 0.61
Issued during the period/ year - - - - - - - - - -
At the end of the period/ year 61,340 0.61 61,340 0.61 61,340 0.61 61,340 0.61 61,340 0.61
Series B
At the beginning of the period/
year 84,345 0.84 84,345 0.84 84,345 0.84 84,345 0.84 84,345 0.84
Issued during the period/ year - - - - - - - - - -
At the end of the period/ year 84,345 0.84 84,345 0.84 84,345 0.84 84,345 0.84 84,345 0.84
Series C
At the beginning of the period/
year 111,766 1.12 111,766 1.12 111,766 1.12 111,766 1.12 111,766 1.12
Issued during the period/ year - - - - - - - - - -
At the end of the period/ year 111,766 1.12 111,766 1.12 111,766 1.12 111,766 1.12 111,766 1.12
Series D
At the beginning of the period/
year 29,793 0.30 29,793 0.30 29,793 0.30 29,793 0.30 29,793 0.30
Issued during the period/ year - - - - - - - - - -
At the end of the period/ year 29,793 0.30 29,793 0.30 29,793 0.30 29,793 0.30 29,793 0.30
Series E
At the beginning of the period/
year 102,956 1.03 102,956 1.03 102,956 1.03 102,956 1.03 102,956 1.03
Issued during the period/ year - - - - - - - - - -
At the end of the period/ year 102,956 1.03 102,956 1.03 102,956 1.03 102,956 1.03 102,956 1.03
Series F
At the beginning of the period/
year 80,280 0.80 80,280 0.80 80,280 0.80 80,280 0.80 80,280 0.80
Issued during the period/ year - - - - - - - - - -
At the end of the period/ year 80,280 0.80 80,280 0.80 80,280 0.80 80,280 0.80 80,280 0.80
Series G
At the beginning of the period/
year 118,843 1.19 118,843 1.19 118,843 1.19 118,843 1.19 118,843 1.19
Issued during the period/ year - - - - - - - - - -
At the end of the period/ year 118,843 1.19 118,843 1.19 118,843 1.19 118,843 1.19 118,843 1.19
Series H
At the beginning of the period/
year 247,714 2.48 247,714 2.48 247,714 2.48 247,714 2.48 247,714 2.48
Issued during the period/ year - - - - - - - - - -
At the end of the period/ year 247,714 2.48 247,714 2.48 247,714 2.48 247,714 2.48 247,714 2.48
Series I
At the beginning of the period/
year 47,637 0.48 47,637 0.48 47,637 0.48 47,637 0.48 47,637 0.48
Converted during the period/year (946) (0.01)
Issued during the period/ year - - - - - - - - - -
At the end of the period/ year 46,691 0.47 47,637 0.48 47,637 0.48 47,637 0.48 47,637 0.48
Series I2
At the beginning of the period/
year 133,357 1.33 133,357 1.33 133,357 1.33 133,357 1.33 - -
Issued during the period/ year - - - - - - - - 133,357 1.33
At the end of the period/ year 133,357 1.33 133,357 1.33 133,357 1.33 133,357 1.33 133,357 1.33
Series J
At the beginning of the period/
year 100,238 1.00 100,238 1.00 100,238 1.00 100,238 1.00 - -
Issued during the period/ year - - - - - - - - 100,238 1.00
At the end of the period/ year 100,238 1.00 100,238 1.00 100,238 1.00 100,238 1.00 100,238 1.00
Series J2
At the beginning of the period/
year 123,411 1.23 123,411 1.23 123,411 1.23 123,411 1.23 - -
Issued during the period/ year - - - - - - - - 123,411 1.23
At the end of the period/ year 123,411 1.23 123,411 1.23 123,411 1.23 123,411 1.23 123,411 1.23
319
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
14 Share capital (Contd..)
(ii) Instruments entirely equity in nature
0.01% compulsorily convertible cumulative preference shares ("CCCPS")
As at June 30, 2024 As at June 30, 2023 As at March 31, 2024 As at March 31, 2023 As at March 31, 2022
No. of shares Amount No. of shares Amount No. of shares Amount No. of shares Amount No. of shares Amount
Series K
At the beginning of the period/
year 95,361 953.61 95,361 953.61 95,361 953.61 95,361 953.61 - -
Issued during the period/ year - - - - - - - - 95,361 953.61
At the end of the period/ year 95,361 953.61 95,361 953.61 95,361 953.61 95,361.00 953.61 95,361 953.61
Series K1
At the beginning of the period/
year 10,721,700 107.22 - - - - - - - -
Issued during the period/ year - - - - 10,721,700 107.22 - - - -
At the end of the period/ year 10,721,700 107.22 - - 10,721,700 107.22 - - - -
Bonus CCCPS
At the beginning of the period/
year 154,659,400 154,659.40 154,659,400 154,659.40 154,659,400 154,659.40 154,659,400 154,659.40 - -
Issued during the period/ year - - - - - - - - 163,105,600 163,105.60
Converted during the period/ (4,825,000) (4,825.00) - - - - - - (8,446,200) (8,446.20)
year
At the end of the period/ year 149,834,400 149,834.40 154,659,400 154,659.40 154,659,400 154,659.40 154,659,400 154,659.40 154,659,400 154,659.40
Total 161,892,195 150,907.63 155,996,441 155,625.42 166,718,141 155,732.64 155,996,441 155,625.42 155,996,441 155,625.42
(b) Terms/rights attached to equity shares
The Company has only one class of equity shares having par value of ₹ 1.00 per share (June 30, 2023: ₹ 1.00, March 31, 2024: ₹ 1.00, March 31, 2023: ₹ 1.00, March 31, 2022: ₹ 1.00). Each holder of equity
shares is entitled to one vote per share. All equity shares rank equally with regard to dividends and share in the Company's residual assets. The Company declares and pays dividends in Indian rupees. The
dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in
proportion to the number of equity shares held by the shareholders, further, the equity shareholders other than non-investors shall have priority over other equity share holders and will have the same
rights as the preference shareholders.
(c) Terms/rights attached to CCCPS
The company has thirteen classes of 0.01% CCCPS having a par value of ₹ 10.00 per share (June 30, 2023: ₹ 10.00, March 31, 2024: ₹ 10.00, March 31, 2023: ₹ 10.00, March 31, 2022: ₹ 10.00) Series A to J-
2 & K1 CCCPS, one class of 0.01% Series K CCCPS having a par value of ₹ 10,000.00 per share (June 30, 2023: ₹ 10,000.00, March 31, 2024: ₹ 10,000.00, March 31, 2023: ₹ 10,000.00, March 31, 2022: ₹
10,000.00) and 0.01% Bonus CCCPS having a par value of ₹ 1,000.00 per share (June 30, 2023: ₹ 1,000.00, March 31, 2024: ₹ 1,000.00, March 31, 2023: ₹ 1,000.00, March 31, 2022: ₹ 1,000.00). All CCCPS
holders shall carry a cumulative dividend rate of 0.01% per annum on an as-if converted basis. Additionally, if the holders of equity shares are paid dividend in excess of 0.01% per annum, the holders of
the CCCPS shall be entitled to dividend at such higher rate. Any dividend proposed by the Board of Directors is subject to shareholders' approval at the ensuing Annual General Meeting.
Preference shares of all classes of CCCPS rank pari passu except Bonus CCCPS. Bonus CCCPS issued to investors shall rank subordinate to the Series A to Series K1 CCCPS but ranks pari-passu to instruments
that are outstanding and/or which may be issued by the Company to investors in all respects including but not limited to voting rights, dividends and liquidation. Bonus CCCPS issued to non-investors shall
rank pari passu with their equity shares issued by the Company in all respects including but not limited to voting rights, dividends and liquidation.
All classes of 0.01% CCCPS except Bonus CCCPS, Series K CCCPS and Series K1 CCCPS are convertible into 1,401 equity shares. Series K 0.01% CCCPS are convertible into 1,376 equity shares. Bonus CCCPS
consist of Class A and Class B CCCPS where Class A Bonus CCCPS are convertible into 1 equity share and Class B Bonus CCCPS are convertible into 1.6 equity shares as per the terms of the respective
shares issue. Series K1 CCCPS are convertible into 1 equity share.
All CCCPS are compulsorily convertible in whole or part into equity shares before the expiry of nineteen years from the date of issuance. If not converted earlier voluntarily by the holder thereof, shall
automatically convert into equity shares at the then applicable CCCPS conversion price only in the following circumstances, (i) in connection with a Qualified IPO, on the latest permissible date prior to the
issue of shares to the public in connection therewith; or (ii) on the day following the completion of 19 (nineteen) years from the date of issuance of the same.
The holders of 0.01% CCCPS shall be entitled to attend meetings of all shareholders of the Company and entitled to the same number of votes as a holder of 1 (one) equity share, subject to any
adjustment, the number of votes associated with each CCCPS will change accordingly.
On winding up of the Company, the holders of preference shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts, in priority to the equity
shareholders. Equity shares issued upon a conversion shall be fully-paid and free of all liens, charges and encumbrances.
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320
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
14 Share capital (Contd..)
(d) Details of shareholders holding more than 5% shares in each class of shares of the company
Equity shares
As at June 30, 2024 As at June 30, 2023 As at March 31, 2024 As at March 31, 2023 As at March 31, 2022
Name of shareholder
No. of shares % holding No. of shares % holding No. of shares % holding No. of shares % holding No. of shares % holding
Times Internet Limited 14,411,135 37.83% 18,011,135 67.78% 14,411,135 47.93% 18,011,135 67.78% - -
IIFL Special Opportunities Fund – 4,060,098 10.66% 4,060,098 15.28% 4,060,098 13.50% 4,060,098 15.28% 4,060,098 47.42%
S
360 ONE special Opportunities- 3,600,000 9.45% - - 3,600,000 11.97% - - - -
Series I2
Elevation Partner V Ltd.* 1,401,000 3.68% 1,401,000 5.27% 1,401,000 4.66% 1,401,000 5.27% 1,401,000 16.36%
MIH India Food Holdings B.V 947,076 2.49% 947,076 3.56% 947,076 3.15% 947,076 3.56% 947,076 11.06%
Sushma Anand Jain 847,000 2.22% 847,000 3.19% 847,000 2.82% 847,000 3.19% 847,605 9.90%
Mauryan First 494,553 1.30% 494,553 1.86% 494,553 1.64% 494,553 1.86% 494,553 5.78%
Sriharsha Majety 3,489,695 9.16% 61,125 0.23% 61,125 0.20% 61,125 0.23% 54,690 0.64%
Lakshmi Nandan Reddy Obul 1,724,087 4.53% 24,087 0.09% 24,087 0.08% 24,087 0.09% 24,690 0.29%
Rahul Jaimini 18,182 0.05% 18,182 0.07% 18,182 0.06% 18,182 0.07% 19,690 0.23%
Jasub Property Holdings LLP 1,000,000 2.63% - - - - - - - -
Ark India Food-Tech Private
968,091 2.54% - - - - - - - -
Investment Trust
Others 5,130,114 13.46% 709,583 2.67% 4,201,429 13.99% 709,583 2.67% 713,302 8.32%
38,091,031 100.00% 26,573,839 100.00% 30,065,685 100.00% 26,573,839 100.00% 8,562,704 100.00%
Instruments entirely equity in nature
0.01% compulsorily convertible cumulative preference shares ("CCCPS")
As at June 30, 2024 As at June 30, 2023 As at March 31, 2024 As at March 31, 2023 As at March 31, 2022
Name of shareholder
No. of shares % holding No. of shares % holding No. of shares % holding No. of shares % holding No. of shares % holding
Series A
Accel India IV (Mauritius) Ltd. 22,928 37.38% 22,928 37.38% 22,928 37.38% 22,928 37.38% 22,928 37.38%
MIH India Food Holdings B.V 18,688 30.47% 18,688 30.47% 18,688 30.47% 18,688 30.47% 18,688 30.47%
Elevation Partner V Ltd.* 8,415 13.72% 8,415 13.72% 8,415 13.72% 8,415 13.72% 8,415 13.72%
Tencent Cloud Europe B.V. 4,402 7.18% 4,402 7.18% 4,402 7.18% 4,402 7.18% 4,402 7.18%
Others 6,907 11.25% 6,907 11.25% 6,907 11.25% 6,907 11.25% 6,907 11.25%
61,340 100.00% 61,340 100.00% 61,340 100.00% 61,340 100.00% 61,340 100.00%
Series B
Elevation Partner V Ltd.* 22,021 26.11% 22,021 26.11% 22,021 26.11% 22,021 26.11% 22,021 26.11%
Norwest Venture Partners 19,669 23.32% 19,669 23.32% 19,669 23.32% 19,669 23.32% 19,669 23.32%
VII-A-Mauritius
Accel India IV (Mauritius) Ltd. 16,840 19.97% 16,840 19.97% 16,840 19.97% 16,840 19.97% 16,840 19.97%
MIH India Food Holdings B.V 12,180 14.44% 12,180 14.44% 12,180 14.44% 12,180 14.44% 12,180 14.44%
Apoletto Asia Ltd 6,633 7.86% 6,633 7.86% 6,633 7.86% 6,633 7.86% 6,633 7.86%
Others 7,002 8.30% 7,002 8.30% 7,002 8.30% 7,002 8.30% 7,002 8.30%
84,345 100.00% 84,345 100.00% 84,345 100.00% 84,345 100.00% 84,345 100.00%
Series C
Norwest Venture Partners 30,815 27.57% 30,815 27.57% 30,815 27.57% 30,815 27.57% 30,815 27.57%
VII-A-Mauritius
Elevation Partner V Ltd.* 26,572 23.77% 26,572 23.77% 26,572 23.77% 26,572 23.77% 26,572 23.77%
Accel India IV (Mauritius) Ltd. 25,955 23.22% 25,955 23.22% 25,955 23.22% 25,955 23.22% 25,955 23.22%
Apoletto Asia Ltd 8,515 7.62% 8,515 7.62% 8,515 7.62% 8,515 7.62% 8,515 7.62%
MIH India Food Holdings B.V 7,477 6.69% 7,477 6.69% 7,477 6.69% 7,477 6.69% 7,477 6.69%
Others 12,432 11.13% 12,432 11.13% 12,432 11.13% 12,432 11.13% 12,432 11.13%
111,766 100.00% 111,766 100.00% 111,766 100.00% 111,766 100.00% 111,766 100.00%
Series D
MIH India Food Holdings B.V 18,795 63.09% 18,795 63.09% 18,795 63.09% 18,795 63.09% 18,795 63.09%
Tencent Cloud Europe B.V. 2,366 7.94% 2,366 7.94% 2,366 7.94% 2,366 7.94% 2,366 7.94%
Elevation Partner V Ltd.* 1,997 6.70% 1,997 6.70% 1,997 6.70% 1,997 6.70% 1,997 6.70%
Accel India IV (Mauritius) Ltd. 1,853 6.22% 1,853 6.22% 1,853 6.22% 1,853 6.22% 1,853 6.22%
Norwest Venture Partners 1,734 5.82% 1,734 5.82% 1,734 5.82% 1,734 5.82% 1,734 5.82%
VII-A-Mauritius
Others 3,048 10.23% 3,048 10.23% 3,048 10.23% 3,048 10.23% 3,048 10.23%
29,793 100.00% 29,793 100.00% 29,793 100.00% 29,793 100.00% 29,793 100.00%
321
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
14 Share capital (Contd..)
Instruments entirely equity in nature
0.01% compulsorily convertible cumulative preference shares ("CCCPS")
As at June 30, 2024 As at June 30, 2023 As at March 31, 2024 As at March 31, 2023 As at March 31, 2022
Name of shareholder
No. of shares % holding No. of shares % holding No. of shares % holding No. of shares % holding No. of shares % holding
Series E
MIH India Food Holdings B.V 80,754 78.44% 80,754 78.44% 80,754 78.44% 80,754 78.44% 80,754 78.44%
Elevation Partner V Ltd.* 7,723 7.50% 7,723 7.50% 7,723 7.50% 7,723 7.50% 7,723 7.50%
Accel India IV (Mauritius) Ltd. 6,435 6.25% 6,435 6.25% 6,435 6.25% 6,435 6.25% 6,435 6.25%
Norwest Venture Partners 6,435 6.25% 6,435 6.25% 6,435 6.25% 6,435 6.25% 6,435 6.25%
VII-A-Mauritius
Others 1,609 1.56% 1,609 1.56% 1,609 1.56% 1,609 1.56% 1,609 1.56%
102,956 100.00% 102,956 100.00% 102,956 100.00% 102,956 100.00% 102,956 100.00%
Series F
MIH India Food Holdings B.V. 48,174 60.01% 48,174 60.01% 48,174 60.01% 48,174 60.01% 48,174 60.01%
Inspired Elite Investments 32,106 39.99% 32,106 39.99% 32,106 39.99% 32,106 39.99% 32,106 39.99%
Limited
80,280 100.00% 80,280 100.00% 80,280 100.00% 80,280 100.00% 80,280 100.00%
Series G
MIH India Food Holdings B.V 40,464 34.05% 40,464 34.05% 40,464 34.05% 40,464 34.05% 40,464 34.05%
DST EuroAsia V B.V. 40,454 34.04% 40,454 34.04% 40,454 34.04% 40,454 34.04% 40,454 34.04%
Coatue PE Asia XI LLC 25,280 21.27% 25,280 21.27% 25,280 21.27% 25,280 21.27% 25,280 21.27%
Inspired Elite Investments 12,645 10.64% 12,645 10.64% 12,645 10.64% 12,645 10.64% 12,645 10.64%
Limited
118,843 100.00% 118,843 100.00% 118,843 100.00% 118,843 100.00% 118,843 100.00%
Series H
MIH India Food Holdings B.V. 150,179 60.63% 150,179 60.63% 150,179 60.63% 150,179 60.63% 150,179 60.63%
Tencent Cloud Europe B.V. 40,342 16.29% 40,342 16.29% 40,342 16.29% 40,342 16.29% 40,342 16.29%
HH BTPL Holdings II Pte. Ltd. 14,384 5.81% 14,384 5.81% 14,384 5.81% 14,384 5.81% 14,384 5.81%
Inspired Elite Investments 11,923 4.81% 11,923 4.81% 11,923 4.81% 11,923 4.81% 11,923 4.81%
Limited
Others 30,886 12.46% 30,886 12.46% 30,886 12.46% 30,886 12.46% 30,886 12.46%
247,714 100.00% 247,714 100.00% 247,714 100.00% 247,714 100.00% 247,714 100.00%
Series I
MIH India Food Holdings B.V. 30,170 64.62% 30,170 63.33% 30,170 63.33% 30,170 63.33% 30,170 63.33%
Inspired Elite Investments 3,606 7.72% 3,606 7.57% 3,606 7.57% 3,606 7.57% 3,606 7.57%
Limited
Tencent Cloud Europe B.V. 6,034 12.92% 6,034 12.67% 6,034 12.67% 6,034 12.67% 6,034 12.67%
Ark India Food-Tech Private 2,069 4.43% 2,759 5.79% 2,759 5.79% 2,759 5.79% 2,759 5.79%
Investment Trust
Others 4,812 10.31% 5,068 10.64% 5,068 10.64% 5,068 10.64% 5,068 10.64%
46,691 100.00% 47,637 100.00% 47,637 100.00% 47,637 100.00% 47,637 100.00%
Series I2
MIH India Food Holdings B.V. 47,071 35.30% 47,071 35.30% 47,071 35.30% 47,071 35.30% 47,071 35.30%
INQ Holding LLC 30,170 22.62% 30,170 22.62% 30,170 22.62% 30,170 22.62% 30,170 22.62%
Alpha Wave Ventures, LP 18,102 13.57% 18,102 13.57% 18,102 13.57% 18,102 13.57% 18,102 13.57%
Lathe Investment Pte. Ltd. 15,085 11.31% 15,085 11.31% 15,085 11.31% 15,085 11.31% 15,085 11.31%
Accel Leaders 3 Holdings 13,576 10.18% 13,576 10.18% 13,576 10.18% 13,576 10.18% 13,576 10.18%
(Mauritius) Ltd
Amansa Investments Ltd 9,051 6.79% 9,051 6.79% 9,051 6.79% 9,051 6.79% 9,051 6.79%
Others 302 0.23% 302 0.23% 302 0.23% 302 0.23% 302 0.23%
133,357 100.00% 133,357 100.00% 133,357 100.00% 133,357 100.00% 133,357 100.00%
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322
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
14 Share capital (Contd..)
Instruments entirely equity in nature
0.01% compulsorily convertible cumulative preference shares ("CCCPS")
As at June 30, 2024 As at June 30, 2023 As at March 31, 2024 As at March 31, 2023 As at March 31, 2022
Name of shareholder
No. of shares % holding No. of shares % holding No. of shares % holding No. of shares % holding No. of shares % holding
Series J
MIH India Food Holdings B.V. 34,413 34.33% 34,413 34.33% 34,413 34.33% 34,413 34.33% 34,413 34.33%
INQ Holding LLC 13,714 13.68% 13,714 13.68% 13,714 13.68% 13,714 13.68% 13,714 13.68%
Alpha Wave Ventures, LP 13,714 13.68% 13,714 13.68% 13,714 13.68% 13,714 13.68% 13,714 13.68%
Accel Leaders 3 Holdings 8,228 8.21% 8,228 8.21% 8,228 8.21% 8,228 8.21% 8,228 8.21%
(Mauritius) Ltd
CGH AMSIA S.à r.l. (R.C.S. 8,228 8.21% 8,228 8.21% 8,228 8.21% 8,228 8.21% 8,228 8.21%
Luxembourg : B184.756)
West Street Global Growth 6,396 6.38% 6,396 6.38% 6,396 6.38% 6,396 6.38% 6,396 6.38%
Partners (Singapore) PTE. LTD.
TIMF Holdings 6,857 6.84% 6,857 6.84% 6,857 6.84% 6,857 6.84% 6,857 6.84%
Amansa Investments Ltd 5,485 5.47% 5,485 5.47% 5,485 5.47% 5,485 5.47% 5,485 5.47%
Others 3,203 3.20% 3,203 3.20% 3,203 3.20% 3,203 3.20% 3,203 3.20%
100,238 100.00% 100,238 100.00% 100,238 100.00% 100,238 100.00% 100,238 100.00%
Series J2
SVF II Songbird (DE) LLC 123,411 100.00% 123,411 100.00% 123,411 100.00% 123,411 100.00% 123,411 100.00%
123,411 100.00% 123,411 100.00% 123,411 100.00% 123,411 100.00% 123,411 100.00%
Series K
OFI Global China Fund LLC 28,844 30.25% 28,844 30.25% 28,844 30.25% 28,844 30.25% 28,844 30.25%
Alpha Wave Ventures, II LP 19,296 20.23% 19,296 20.23% 19,296 20.23% 19,296 20.23% 19,296 20.23%
Baron Emerging Markets Fund 11,578 12.14% 11,578 12.14% 11,578 12.14% 11,578 12.14% 11,578 12.14%
Others 35,643 37.38% 35,643 37.38% 35,643 37.38% 35,643 37.38% 35,643 37.38%
95,361 100.00% 95,361 100.00% 95,361 100.00% 95,361 100.00% 95,361 100.00%
Series K1
The Ramco Cements Limited 2,407,244 22.45% - - 2,407,244 22.45% - - - -
Ramco Industries Limited 2,195,777 20.48% - - 2,195,777 20.48% - - - -
Rajapalayam Mills Limited 585,723 5.46% - - 585,723 5.46% - - - -
P.R.Venketrama Raja 3,593,671 33.52% - - 3,593,671 33.52% - - - -
Lynks Shareholders' Trust 1,782,918 16.63% - - 1,782,918 16.63% - - - -
Others 156,367 1.46% - - 156,367 1.46% - - - -
10,721,700 100.00% - - 10,721,700 100.00% - - - -
Bonus CCCPS
Sriharsha Majety 82,450,000 55.03% 85,575,000 55.33% 85,575,000 55.33% 85,575,000 55.33% 85,575,000 55.33%
Lakshmi Nandan Reddy Obul 32,021,800 21.37% 33,721,800 21.80% 33,721,800 21.80% 33,721,800 21.80% 33,721,800 21.80%
Rahul Jaimini 25,454,800 16.99% 25,454,800 16.46% 25,454,800 16.46% 25,454,800 16.46% 25,454,800 16.46%
Others 9,907,800 6.61% 9,907,800 6.41% 9,907,800 6.41% 9,907,800 6.41% 9,907,800 6.41%
149,834,400 100.00% 154,659,400 100.00% 154,659,400 100.00% 154,659,400 100.00% 154,659,400 100.00%
* Formerly known as SAIF Partners India V Ltd.
(e) Shares reserved for issue under options:
For details of shares reserved for issue under the employee stock option plan of the Company, refer note 33 for details.
(f) Information regarding issue of shares in the last five years:
i. During the year ended March 31, 2024, the Group acquired 100% of shareholding in Lynks Logistics Limited ("Lynks") for a consideration of ₹ 3,855.39 Million, the consideration has been discharged
through issue of Series K1 CCCPS amounting to ₹ 3,836.97 Million being non-cash consideration in the form of issue of 10,721,700 fully paid up Series K1 CCCPS of ₹ 10.00 each and the balance has been
discharged through cash. Effective December 25, 2023, Lynks was acquired by Scootsy for a consideration of ₹ 3,855.39 Million (Refer note 43(a)).
ii. During the year ended March 31, 2023, the Group had allotted 18,011,135 fully paid up equity shares of face value ₹ 1.00 each to Times Internet Limited pursuant to acquisition of Dineout business as a
going concern on a slump exchange basis (Refer note 43(b)).
iii. During the year ended March 31, 2022, the Group had issued and allotted 163,105,600 compulsorily convertible cumulative preference shares as fully paid up bonus shares (Bonus CCCPS) having face
value of ₹ 1,000.00 each to the existing equity shareholders whose names appeared in the register of members of the Group as on December 31, 2021 in the proportion of 1,400 Bonus CCCPS for every 1
equity share held by the shareholders.
iv. During the year ended March 31, 2022, the Group had allotted 6,737 number of equity shares in the nature of sweat equity shares for satisfaction of conditions agreed between investors, shareholders
and the directors of the Company.
323
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
15 Other equity
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
(i) Reserve and surplus
Securities premium
(a) Equity share premium
At the beginning of the year 9,291.45 8,753.78 8,753.78 2,325.58 261.73
Addition during the year, on issue of shares - - - 6,428.20 2.62
Addition during the period, on conversion of CCCPS 4,816.98 - - - -
Addition during the period, on exercise of share options - - 537.67 - 2,061.23
14,108.43 8,753.78 9,291.45 8,753.78 2,325.58
(b) Preference share premium
At the beginning of the year 191,287.12 187,557.36 187,557.36 187,557.36 204,834.86
Addition during the year, on issue of shares - - 3,729.76 - 138,099.40
Addition during the year, on conversion of CCCPS - - - - 8,437.75
Utilised for bonus issue during the year - - - - (163,105.60)
Share issue expenses incurred during the year - - - - (709.05)
191,287.12 187,557.36 191,287.12 187,557.36 187,557.36
205,395.55 196,311.14 200,578.57 196,311.14 189,882.94
Share based payment reserve
At the beginning of the year 14,858.63 9,328.78 9,328.78 5,956.26 4,725.34
Share based payment expense (Refer note 25) 2,593.14 1,668.12 6,144.86 3,372.52 4,854.15
Share option exercised - - (537.67) - (2,061.23)
Transfer to retained earning from share based payment reserve - - - - (534.00)
Effect of modification of equity settled share based payment to cash settled payment - - (77.34) - (1,028.00)
17,451.77 10,996.90 14,858.63 9,328.78 5,956.26
Retained earnings
At the beginning of the year (294,245.71) (270,743.28) (270,743.28) (228,950.23) (192,626.42)
Restated Loss for the period/year (6,110.07) (5,640.84) (23,502.43) (41,793.05) (36,288.96)
Transfer to retained earning from share based payment reserve - - - - 534.00
Effect of modification of equity settled share based payment to cash settled payment - - - - (568.85)
(300,355.78) (276,384.12) (294,245.71) (270,743.28) (228,950.23)
Total reserve and surplus (77,508.46) (69,076.08) (78,808.51) (65,103.36) (33,111.03)
(ii) Items of other comprehensive income
At the beginning of the year 960.42 17.49 17.49 146.17 169.49
- Re-measurement gain/ (loss) on defined benefit plans (Refer note 32(b)) (2.34) 12.57 11.25 (32.82) (23.32)
- Changes in fair value of equity instruments carried at FVTOCI 54.58 - 931.68 (95.86) -
1,012.66 30.06 960.42 17.49 146.17
Total other equity (i) +(ii) (76,495.80) (69,046.02) (77,848.09) (65,085.87) (32,964.86)
Nature and purpose of reserves:
Securities premium
Securities premium represents the premium on issue of shares. The reserve can be utilised only for limited purpose such as issue of bonus shares, utilisation towards the share issue expenses etc. in
accordance with the provisions of Companies Act, 2013.
Share based payment reserve
The employee stock options reserve represents the expenses recognised at fair value on the grant date, on the issue of employee stock option plan (ESOP) to employees of the Group and its subsidiary
companies, under Swiggy ESOP 2015 (formerly known as Bundl ESOP 2015), Swiggy ESOP 2021 (formerly known as Bundl ESOP 2021) and Swiggy ESOP 2024.
Retained earnings
Retained earnings are the restated profit /(loss) that the Group has earned/incurred till date, less any transfers to other reserves, dividends or other distributions paid to shareholders. Retained earnings is
a free reserve available to the Group and eligible for distribution to shareholders, in case where it is having positive balance representing net earnings till date.
Other comprehensive income
Other comprehensive income includes re-measurement (loss) / gain on defined benefit plans, net of taxes that will not be reclassified to Restated Consolidated Statement of Profit and Loss and equity
instruments fair valued through other comprehensive income, net of taxes.
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324
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
16 Borrowings
(Carried at amortised cost)
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Non-current
Secured
Term loans from financial institution (Refer note 16.1) 1,546.08 - 959.77 - -
1,546.08 - 959.77 - -
Current
Secured
Loan repayable on demand
Working Capital facilities from banks (Refer note 16.3) - - 179.42 - -
Other Loans
Current Maturities of long term borrowings (Refer note 16.1) 967.85 - 631.82 - -
Working Capital facilities from banks (Refer note 16.2) 52.18 - 130.00 - -
Overdraft from banks (Refer note 16.3) - - 210.85 - -
1,020.03 - 1,152.09 - -
16.1 Term loans from financial institution amounting to ₹ 2,513.93 Million, carrying an interest rate ranging from 8.39% to 8.75% P.A payable in 10 quarterly installments from the date of loan and is
repayable between January 2024 to December 2026. The term loan is primarily secured by current assets, fixed assets of one of the wholly owned subsidiary and Corporate Guarantee from the Company
to the extent of 100% of the loan amount and collateral security to the extent of 30% through fixed deposits by the Company.
16.2(a) Working capital loans from financial institution amounting to ₹ 5.00 Million, carried an interest rate of 11.20% P.A, repayable on 90 days tenor from the date of utilisation of facility. The facility is
secured by pari-passu charge on the current assets and movable fixed assets of one of the wholly owned subsidiary, further, the facility is guaranteed by Corporate Guarantee from the Company.
16.2(b) Working capital loans from financial institution amounting to ₹ 47.18 Million, carried an interest rate of 9.15% P.A, repayable on 30 days tenor from the date of utilisation of facility. The facility is
secured by collateral security to the extent of 100% by fixed deposits by the Company.
16.3 Working capital facility, consisting of overdraft and purchase invoice financing, carried an interest rate of 10.30 % -10.35 % P.A, repayable either on on-demand/60 days basis the nature of utilisation
of the facility. The facility was secured by pari-passu charge on the current assets and movable property, plant and equipment of the wholly owned subsidiary's business, further, the facility was
guaranteed by Corporate Guarantee from the Company and fixed deposits margins. The entire outstanding balance has been repaid during the three months ended June 30, 2024.
17 Trade payables
(Carried at amortised cost)
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Current
Outstanding dues of creditors 9,894.68 8,799.45 8,808.98 8,731.74 9,561.42
9,894.68 8,799.45 8,808.98 8,731.74 9,561.42
17.1 Terms and conditions for above financial liabilities:
- Trade payables are non-interest bearing and are normally settled on 30-40 day terms.
- For explanation on Group's liquidity risk management, refer note 39.
17.2 Trade payable ageing * :
Outstanding from the due date of payment
Unbilled
Not due Less than 1 More than 3
dues 1-2 years 2-3 years Total
year years
As at June 30, 2024
(i) Micro and small enterprises 18.13 217.03 107.55 3.07 1.55 1.11 348.44
(ii) Others 6,868.12 1,538.26 999.45 54.68 61.19 24.54 9,546.24
6,886.25 1,755.29 1,107.00 57.75 62.74 25.65 9,894.68
As at June 30, 2023
(i) Micro and small enterprises 17.86 94.86 95.85 1.09 1.07 0.08 210.81
(ii) Others 6,499.35 899.43 931.77 135.17 39.02 83.90 8,588.64
6,517.21 994.29 1,027.62 136.26 40.09 83.98 8,799.45
As at March 31, 2024
(i) Micro and small enterprises 10.12 261.61 73.33 0.92 0.71 0.11 346.80
(ii) Others 4,480.11 1,831.17 2,026.30 51.94 52.67 19.99 8,462.18
4,490.23 2,092.78 2,099.63 52.86 53.38 20.10 8,808.98
As at March 31, 2023
(i) Micro and small enterprises 14.30 4.06 70.08 8.79 - - 97.23
(ii) Others 6,608.58 487.59 1,255.21 182.13 59.59 41.41 8,634.51
6,622.88 491.65 1,325.29 190.92 59.59 41.41 8,731.74
As at March 31, 2022
(i) Micro and small enterprises - 7.13 23.02 2.41 - - 32.56
(ii) Others 5,862.54 438.48 3,058.85 127.66 34.51 6.82 9,528.86
5,862.54 445.61 3,081.87 130.07 34.51 6.82 9,561.42
* There are no disputed trade payables, hence the same are not disclosed in the ageing schedule.
325
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
18 Other financial liabilities
(Carried at amortised cost)
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Non-current
Security deposit payable - 373.94 - 374.37 185.90
Others 37.78 - -
37.78 373.94 - 374.37 185.90
Current
Amount payable to merchants * 4,970.93 3,583.85 4,810.55 3.61 309.19
Employee related liabilities 450.71 465.02 683.37 741.00 551.02
Capital creditors 135.41 75.81 99.82 129.43 423.51
Security deposit payable 414.74 430.63 460.32 377.30 510.59
Liability component of share based payment (Refer note 33) - 2,137.42 - 2,408.52 1,876.12
Others 355.48 312.22 340.10 256.70 156.20
6,327.27 7,004.95 6,394.16 3,916.56 3,826.63
* For the previous year ended March 31, 2023: ₹ 915.54 million, March 31, 2022: ₹ 1,598.27 million, amount payable to merchants had been grouped under Trade payables in the Restated Consolidated
Financial Information, in addition to amounts disclosed under note 9.
19 Contract liabilities
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Non-current
Contract liabilities 287.73 - 290.12 - -
287.73 - 290.12 - -
Current
Contract liabilities 161.78 283.64 209.35 350.41 226.86
161.78 283.64 209.35 350.41 226.86
20 Provisions
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Non-current
Provision for employee benefits
Provision for gratuity (Refer note 32(b)) 403.44 387.64 391.10 384.94 277.20
403.44 387.64 391.10 384.94 277.20
Current
Provision for employee benefits
Provision for gratuity (Refer note 32(b)) 115.07 108.30 116.17 99.23 40.99
Provision for compensated absences 718.40 713.92 671.08 720.14 564.94
833.47 822.22 787.25 819.37 605.93
21 Other liabilities
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Current
Statutory liabilities 1,740.86 1,294.72 1,795.41 1,533.72 1,558.49
Advance from customers 153.21 37.97 61.33 133.22 -
Others - - - - 63.71
1,894.07 1,332.69 1,856.74 1,666.94 1,622.20
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326
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
22 Revenue from operations
Three months ended Three months ended Year ended Year ended Year ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Sale of services
Revenue from platform services 18,996.85 13,217.64 60,764.23 44,138.70 33,908.10
Revenue from supply chain services 757.13 1,119.00 3,272.29 3,724.89 535.80
19,753.98 14,336.64 64,036.52 47,863.59 34,443.90
Sale of goods
Revenue from sale of food 114.46 293.00 1,269.02 1,307.26 874.97
Revenue from sale of traded goods 11,885.37 8,910.35 45,420.85 32,214.13 20,356.39
11,999.83 9,203.35 46,689.87 33,521.39 21,231.36
Other operating income (Refer note 2.6) 468.36 358.19 1,747.51 1,260.98 1,373.71
468.36 358.19 1,747.51 1,260.98 1,373.71
32,222.17 23,898.18 112,473.90 82,645.96 57,048.97
Disaggregation of revenue as per Ind AS 115: The entire source of revenue is in India and the category of revenue is the same as disclosed above.
Timing of rendering of services
Three months ended Three months ended Year ended Year ended Year ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Revenue from services
Services rendered at a point in time 19,070.54 13,216.14 59,286.92 44,138.70 33,908.10
Services rendered over time 1,151.80 1,475.70 6,497.11 4,985.87 1,909.51
20,222.34 14,691.84 65,784.03 49,124.57 35,817.61
Revenue from sale of goods
Goods transferred at a point in time 11,999.83 9,206.34 46,689.87 33,521.39 21,231.36
11,999.83 9,206.34 46,689.87 33,521.39 21,231.36
32,222.17 23,898.18 112,473.90 82,645.96 57,048.97
Contract balances
The following table provides information about trade receivables, contract liabilities and advance from customers:
Three months ended Three months ended Year ended Year ended Year ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Trade receivables (Refer note 22.1) 11,895.90 9,501.66 9,638.50 10,623.49 11,119.32
Contract liabilities (Refer note 19 and 22.2 (a)) 449.51 283.64 499.47 350.41 226.86
Advance from customers (Refer note 21 and 22.2 (b)) 153.21 37.97 61.33 133.22 -
Notes:
22.1. Trade receivables are non-interest bearing and generally carry credit period of 0 to 60 days. These include unbilled receivables which primarily relate to the Group’s rights to consideration for work
completed but not billed at the reporting date.
22.2. Contract liabilities relates to payments received in advance of performance against which amount has been received from customer but services are yet to be rendered on the reporting date.
Contract liabilities are recognized evenly over the period of service, being performance obligation of the Group.
(a) Changes in contract liabilities during the three months ended June 30, 2024 and June 30, 2023 and the years ended March 31, 2024, March 31, 2023 and March 31,2022 are as follows:
Three months ended Three months ended Year ended Year ended Year ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Balance at the beginning of the period/ year 499.47 350.41 350.41 226.86 48.56
Add: Unearned revenue 427.37 284.02 1,626.37 1,458.33 958.83
Less: Revenue recognised during the period/ year
Out of opening unearned revenue (204.91) (215.23) (340.80) (226.75) (48.56)
Out of unearned revenue received during the period/ year (272.42) (135.56) (1,136.51) (1,108.03) (731.97)
Balance at the end of the period/ year 449.51 283.64 499.47 350.41 226.86
(b) Changes in advance from customers during the three months ended June 30, 2024 and June 30, 2023 and the years ended March 31, 2024, March 31, 2023 and March 31, 2022 are as follows:
Three months ended Three months ended Year ended Year ended Year ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Balance at the beginning of the period/ year 61.33 133.22 133.22 - -
Less: Revenue recognised during the period/ year (1,840.05) (144.40) (734.41) - -
Add: Advances received during the period /year 1,931.93 49.15 662.52 133.22 -
Balance at the end of the period/ year 153.21 37.97 61.33 133.22 -
327
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
22 Revenue from operations (Contd..)
(c) The transaction price allocated to the remaining performance obligations as at June 30, 2024, June 30, 2023, March 31, 2024, March 31, 2023 and March 31, 2022.
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
To be recognised within one year 314.99 321.61 270.68 483.63 226.86
To be recognised in more than one year 287.73 - 290.12 - -
602.72 321.61 560.80 483.63 226.86
(d) Reconciliation of Revenue from platform services and Revenue from sale of food with the contracted price *
Three months ended Three months ended Year ended Year ended Year ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Revenue from platform services
Contracted price 19,285.17 13,256.14 61,252.71 44,138.70 33,908.10
Less: Discounts (288.32) (38.50) (488.48) - -
18,996.85 13,217.64 60,764.23 44,138.70 33,908.10
Revenue from sale of food
Contracted price 138.60 394.48 1,573.70 1,798.30 1,263.32
Less: Discounts (24.14) (101.48) (304.68) (491.04) (388.35)
114.46 293.00 1,269.02 1,307.26 874.97
* There is no material adjustment made to contract price for revenue recognised as 'Revenue from supply chain services', 'Revenue from sale of traded goods' and 'Other operating income'.
23 Other income
Three months ended Three months ended Year ended Year ended Year ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Interest Income under the effective interest method on financial assets carried at
amortised cost
- Bank and other deposits 237.51 333.04 1,145.41 1,213.67 627.78
- Security deposits 16.29 15.79 64.22 55.42 37.78
Income on investments carried at fair value through profit or loss 514.57 758.87 2,401.47 2,114.43 2,547.91
Gain on termination of leases 76.23 6.33 73.25 167.74 246.34
Profit on sale of investment in associate (Refer note 5.1) - - - - 654.60
Profit on sale of business undertaking (Refer note 5.2) - - - 533.67 -
Provision/ liability no longer required written back 32.54 82.57 118.85 311.70 27.29
Others 1.80 1.72 66.39 101.94 7.10
878.94 1,198.32 3,869.59 4,498.57 4,148.80
24 Cost of materials consumed
Three months ended Three months ended Year ended Year ended Year ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Inventory at the beginning of the period/ year 61.07 51.39 51.39 53.45 49.50
Add: Purchases of raw material 78.27 132.80 620.51 717.93 514.49
Less: Inventory at the end of the period/ year (61.65) (40.56) (61.07) (51.39) (53.45)
Cost of material consumed 77.69 143.63 610.83 719.99 510.54
25 Employee benefits expense
Three months ended Three months ended Year ended Year ended Year ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Salaries, wages and bonus 3,136.03 3,300.21 13,513.57 15,314.22 11,453.74
Contribution to provident and other fund (Refer note 32(a)) 57.37 60.44 244.09 189.24 152.03
Share based payments* (Refer note 33) 2,593.14 1,397.46 5,962.62 5,339.52 5,134.15
Staff welfare 105.31 99.69 401.36 455.22 344.98
5,891.85 4,857.80 20,121.64 21,298.20 17,084.90
*Includes expense/ (benefit) pertaining to cash settled share-based payment amounting to ₹ Nil on account of actualisation of options (June 30, 2023: ₹ (270.66) Million, March 31, 2024: ₹ (182.24)
Million, March 31, 2023: ₹ 1,965.87 Million, March 31, 2022: ₹ 275.95 Million) and issue of sweat equity shares amounting to ₹ Nil for the three months ended June 30, 2024 (June 30, 2023: ₹ Nil, March
31, 2024: ₹ Nil, March 31, 2023: ₹ Nil, March 31, 2022: ₹ 1,507.66 Million).
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328
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
26 Finance costs
Three months ended Three months ended Year ended Year ended Year ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Interest expense on Financial liabilities measured at amortised cost:
- Borrowings 40.80 - 76.67 - 24.80
- Lease liabilities 148.70 165.37 601.74 561.88 443.96
- Others 0.10 0.16 - - -
Others* 8.66 8.47 35.62 20.04 15.00
198.26 174.00 714.03 581.92 483.76
* Includes ₹ 8.66 Million (June 30, 2023: ₹ 8.47 Million, March 31, 2024: ₹ 35.35 Million, March 31, 2023: ₹ 18.21 Million, March 31, 2022: ₹ 9.52 Million) pertaining to interest cost on defined benefit
obligations (Refer note 32(b)).
27 Depreciation and amortisation expense
Three months ended Three months ended Year ended Year ended Year ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Property, plant and equipment (Refer note 3) 533.29 343.06 1,764.82 1,015.11 656.91
Right-of- use assets ((Refer note 40) 538.04 438.32 1,887.85 1,442.17 901.88
Other intangible assets (Refer note 4) 145.39 131.60 553.18 400.58 142.11
1,216.72 912.98 4,205.85 2,857.86 1,700.90
28 Other expenses
Three months ended Three months ended Year ended Year ended Year ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Technology and cloud infrastructure cost (i) 829.74 794.09 2,956.96 4,135.70 3,279.69
Outsourcing support 1,317.62 506.77 3,787.91 3,243.56 2,814.20
Supply chain management services(ii) 1,001.41 743.79 2,551.09 4,074.49 1,395.10
Payment gateway 403.19 305.06 1,394.35 1,225.41 956.26
Rent 82.52 65.17 289.91 325.18 396.61
Legal and professional fees 202.07 195.06 1,075.99 1,049.16 486.92
Travelling and conveyance 121.76 102.11 443.41 372.58 379.67
Recruitment 20.39 8.02 65.50 79.94 136.96
Repairs and maintenance
- Others 215.81 66.49 635.70 522.61 1,222.08
Power and fuel 225.15 34.00 566.89 186.24 299.90
Insurance 119.24 132.09 497.03 576.51 649.64
Loss on disposal / write off of property, plant and equipment (net) 2.07 21.73 152.45 28.45 24.34
Rates and taxes 35.53 21.02 190.41 178.09 423.39
Advances/ deposits/ receivables written off - - - 7.05 12.63
Printing and stationery 7.27 3.03 28.05 89.40 50.35
Postage and courier 5.79 5.23 23.72 27.44 21.36
Consumables 174.27 107.98 478.38 366.99 312.26
Allowances for doubtful debts and receivables 104.52 73.71 635.89 333.96 104.32
Allowances for doubtful advances 2.68 121.52 172.74 - -
Miscellaneous expense(iii) 33.87 12.14 425.37 113.48 89.95
4,904.90 3,319.01 16,371.75 16,936.24 13,055.63
(i)
previously reported as communication and technology expense.
(ii)
previously reported as warehousing and transportation cost.
(iii)
The Group, during the year ended March 31, 2024, identified embezzlement of funds in one of the subsidiary by a former junior employee amounting to ₹ 326.76 Million over the past periods. The
Group has investigated the matter through an external investigation team and has also filed a legal complaint against the former junior employee. Based on review of the facts discovered during the
investigation, the Group has recorded an expense for the aforementioned amount during the year ended March 31, 2024.
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329
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
29 Exceptional items
Three months ended Three months ended Year ended Year ended Year ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Impairment on property, plant and equipment (Refer note 3, 29(i) and 4(iv)) 47.67 6.70 127.70 92.56 105.19
Impairment on goodwill and other intangible assets (Refer note 4(iii)) - - 178.24 - 1,566.30
Write-down of inventories to net realisable value (Refer note 4(iv)) - - - - 60.55
IPO expenses (Refer note 29(ii) below) 83.03 - - - -
130.70 6.70 305.94 92.56 1,732.04
29(i) Impairment provision of ₹ 47.67 Million (June 30, 2023: ₹ 6.70 Million, March 31, 2024: ₹ 127.70 Million, March 31, 2023: ₹ 92.56 Million, March 31, 2022: ₹ Nil) with respect to property, plant and
equipment pertains to certain closed dark stores and inactive kitchens where the carrying value has exceeded the recoverable amount has been provided during the period/ year.
29(ii) Pertains to listing expenses incurred by the Group in connection with public offer of equity shares amounting to ₹ 83.03 Million (June 30, 2023: ₹ Nil, March 31, 2024: ₹ Nil, March 31, 2023: ₹ Nil,
March 31, 2022: ₹ Nil) during the three months ended June 30, 2024.
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330
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
30 Earnings per share
'Basic Earnings Per Share' and 'Diluted Earnings Per Share' amounts are calculated by dividing the loss for the period/ year attributable to shareholders of the Company by the weighted average number
of equity shares outstanding during the period/ year.
The following reflects the income and share data used in the basic and diluted loss per equity share (EPS) computations:
Three months Three months
Year ended Year ended Year ended
ended ended
March 31, 2024 March 31, 2023 March 31, 2022
June 30, 2024 June 30, 2023
Face value of equity share (₹) 1.00 1.00 1.00 1.00 1.00
Loss attributable to equity shareholders of the Company (₹ in Million) - (A) (6,110.07) (5,640.84) (23,502.43) (41,793.05) (36,288.96)
Weighted average number of equity shares outstanding 38,091,031 26,573,839 30,065,685 22,083,392 8,556,688
Weighted average number of CCCPS outstanding and vested ESOPs 2,176,744,773 2,160,083,251 2,166,228,682 2,140,292,725 1,939,892,896
Weighted average number of equity shares in calcula ng basic and diluted EPS - (B) 2,214,835,804 2,186,657,090 2,196,294,367 2,162,376,117 1,948,449,584
Basic and diluted loss per equity share (₹) - (A/B) (2.76) (2.58) (10.70) (19.33) (18.62)
Note: Unvested ESOPs outstanding as at June 30, 2024, June 30, 2023, March 31, 2024, March 31, 2023 and March 31, 2022 are anti-dilutive in nature and accordingly have not been considered for the
purpose of calculation of EPS.
31 Income taxes
Reconciliation of tax expense and the accounting profit multiplied by India's domestic tax rate for the period ended June 30, 2024, June 30, 2023 and the years ended March 31, 2024, March 31, 2023
and March 31, 2022.
Three months Three months
Year ended Year ended Year ended
ended ended
March 31, 2024 March 31, 2023 March 31, 2022
June 30, 2024 June 30, 2023
Loss before income tax (6,110.07) (5,640.84) (23,502.43) (41,793.05) (36,288.96)
Tax at India's statutory income tax rate of 34.94% (June 30, 2023: 34.94%, March 31, 2024: 34.94%, (2,134.86) (1,970.91) (8,211.75) (14,602.49) (12,679.36)
March 31, 2023: 34.94%, March 31, 2022: 34.94%)
Tax effect of :
Tax not recognised on account of losses in the Group 2,134.86 1,970.91 8,211.75 14,602.49 12,679.36
Income tax reported in the Restated Consolidated Statement of Profit and Loss - - - - -
(a) Deferred tax
The Group is having net deferred tax assets primarily comprising of deductible temporary differences, unabsorbed depreciation and brought forward losses under tax laws. However, in the absence of
reasonable certainty as to its realization of Deferred Tax Assets (DTA), DTA has not been recognised.
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Deferred tax liability
Impact on business combination (Refer note 43) 260.34 190.02 258.10 190.88 25.00
Total (A) 260.34 190.02 258.10 190.88 25.00
Deferred tax assets
Unabsorbed brought forward losses 53,918.15 50,033.67 53,154.92 47,641.22 37,568.87
Unabsorbed depreciation 2,223.66 1,559.85 2,037.19 1,425.95 858.28
Deductible temporary differences 8,790.62 6,457.85 8,200.99 5,894.26 2,193.02
Total (B) 64,932.43 58,051.37 63,393.10 54,961.43 40,620.17
Net Deferred tax assets not recognised in the books (B - A) 64,672.09 57,861.35 63,135.00 54,770.55 40,595.17
(b) Tax losses carried forward
Tax losses for which no deferred tax asset was recognised expire as follows
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Tax losses 154,298.74 143,182.43 152,116.12 139,087.99 103,366.29
Expiry (in years) 2026-2033 2026-2032 2026-2032 2026-2031 2026-2030
32 Employment benefit plans
(a) Defined contribution plan
The Group makes contributions to provident fund, employee state insurance scheme contributions which are defined contribution plans for qualifying employees. Under the schemes, the Group is
required to contribute a specified percentage of the payroll costs to fund the benefits. The Group recognized ₹ 50.14 Million (June 30, 2023: ₹ 52.88 Million and during the years ended March 31, 2024: ₹
203.21 Million, March 31, 2023: ₹ 148.89 Million, March 31, 2022: ₹ 123.51 Million) for provident fund contribution and ₹ 0.31 Million (June 30, 2023: ₹ 0.89 Million and during the years ended March
31, 2024: ₹ 3.17 Million, March 31, 2023: ₹ 2.48 Million, March 31, 2022: ₹ 2.52 Million) for employee state insurance scheme contribution in the Restated Consolidated Statement of Profit and Loss for
the three months ended June 30, 2024.
(b) Defined benefit plan
The Group offers Gratuity benefit to employees, a defined benefit plan, Gratuity plan is governed by the Payment of Gratuity Act, 1972. The Group's gratuity plan is unfunded and provides for a lump
sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days basic salary payable for each completed year of
service. The Group does not have any plan assets. Vesting occurs upon completion of five continuous years of service.
331
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
32 Employment benefit plans (Contd..)
Disclosure of Gratuity plan as per Ind AS 19
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
A. Change in defined benefit obligation
Obligation at the beginning of the period/ year 507.27 484.17 484.17 318.19 204.48
Addition on account of business combination - - 4.12 - -
Current service cost 29.31 30.80 122.71 139.50 100.62
Interest cost (net) 8.66 8.47 35.62 18.21 9.52
Actuarial loss/(gain) (accounted through OCI) 2.34 (12.57) (11.25) 32.82 23.32
Benefit paid (29.07) (14.93) (129.93) (44.63) (19.75)
Transfers in - - 1.83 20.08 -
Obligation at the end of the period/ year 518.51 495.94 507.27 484.17 318.19
B. Current and non-current classification:
Current liability 115.07 108.30 116.17 99.23 40.99
Non-current liability 403.44 387.64 391.10 384.94 277.20
518.51 495.94 507.27 484.17 318.19
C. Expenses recognised in the Restated Consolidated Statement of Profit and Loss:
Current service cost 29.31 30.80 122.71 139.50 100.62
Interest cost (net) 8.66 8.47 35.62 18.21 9.52
Net gratuity cost 37.97 39.27 158.33 157.71 110.14
D. Remeasurement gains/(losses) in other comprehensive income
Actuarial gain/ (loss) due to financial assumption changes 1.96 2.17 (0.91) (31.59) (10.58)
Actuarial gain/ (loss) due to experience adjustments 0.38 (14.74) (5.95) 61.75 33.90
Actuarial gain/ (loss) due to demographic assumptions changes - - (4.39) 2.66 -
Total expenses recognised through other comprehensive income 2.34 (12.57) (11.25) 32.82 23.32
E. Assumptions
Discount rate (%) 7.05% 7.10%-7.30% 7.15% 7.2%-7.45% 5.6% - 6.10%
Salary escalation rate (%) 10% 10%-12% 10%-12% 10%-12% 10% - 12%
Attrition rate (%) 30% 5%-30% 5%-30% 5%-30% 12%-35%
Retirement age (years) 58 58 58 58 58
Mortality rate (%) 100% of IALM 100% of IALM 100% of IALM 100% of IALM 100% of IALM
2012-14 2012-14 2012-14 2012-14 2012-14
The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors, benefit obligation such as supply and demand in the
employment market.
The weighted average duration of defined benefit obligation is 4 years (June 30, 2023: 4 years, March 31, 2024: 4 years, March 31, 2023: 4 years, March 31, 2022: 4 years).
F. The expected maturity analysis of gratuity is as follows (undiscounted basis)
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Expected cashflows
0 - 1 year 115.07 108.07 116.17 99.91 41.09
2 - 5 years 360.96 332.90 350.35 330.31 217.00
6 - 10 years 165.24 161.03 163.51 160.41 109.56
> 10 years 58.31 109.03 57.37 110.56 62.46
G. Quantitative sensitivity analysis for significant assumption is shown as below:
Three months ended Three months ended Year ended Year ended Year ended
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Decrease Increase Decrease Increase Decrease Increase Decrease Increase Decrease Increase
Effect of change in discount rate 538.71 499.66 517.41 476.24 527.11 489.00 505.29 464.81 328.46 299.44
on DBO ( -/+ 1%)
Impact on defined benefit 3.90% -3.64% 4.33% -3.97% 3.91% -3.60% 4.36% -4.00% 3.23% -5.89%
obligation
Effect of change in salary growth 499.65 538.32 477.19 515.59 489.32 526.38 465.99 503.59 300.23 327.10
rate on DBO (-/+ 1%)
Impact on defined benefit -3.64% 3.82% -3.78% 3.96% -3.54% 3.77% -3.75% 4.01% -5.64% 2.80%
obligation
Effect of change in attrition 637.11 455.11 609.35 436.95 637.17 455.94 597.33 423.31 437.08 250.01
assumption on DBO (-/+ 50% of
attrition rate)
Impact on defined benefit 22.87% -12.23% 22.87% -11.89% 25.61% -10.12% 23.37% -12.57% 37.36% -21.43%
obligation
Effect of change in mortality rate 518.52 518.50 495.93 495.95 507.41 507.40 484.16 483.91 313.34 313.30
on DBO (-/+ 10%)
Impact on defined benefit 0.00% 0.00% 0.00% 0.00% 0.03% 0.03% 0.00% -0.05% -1.52% -1.54%
obligation
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one
another as some of the assumptions may be correlated.
332
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
33 Employee Stock Option Plan (ESOP)
The Company has three ESOP schemes namely Swiggy ESOP 2015 (formerly known as Bundl ESOP 2015), Swiggy ESOP 2021 (formerly known as Bundl ESOP 2021) and Swiggy ESOP 2024.
The Swiggy ESOP 2015 (formerly known as Bundl ESOP 2015) had been approved by the Board of Directors of the Company at their meeting held on May 26, 2015 and the shareholders of the Company
by way of resolution passed at their Extraordinary General meeting held on June 14, 2015 for granting of aggregate 17,650 options which were amended from time to time basis vide resolutions passed
at the General meetings and further increased to 1,06,201 options vide resolution passed at the Extraordinary General Meeting held till March 2024. Each option when exercised would be converted into
1,401 fully paid-up equity share of INR 1.00 each of the Company but not exceeding 148,787,115 resultant equity shares. Further, pursuant to the recommendation of NRC in the meeting held on March
22, 2024, consent of Board and shareholders at their meetings held on April 01, 2024 and April 03, 2024 respectively is accorded to increase its ESOP pool from 148,787,115 equity shares to 229,487,115
resultant equity shares, thereby increasing 80,700,000 equity shares for such number of stock options of the Company at such price and on such terms and conditions as may be fixed or determined by
the committee / Board of Directors from time to time as per the ESOP plan 2015 and any amendment thereof.
The Swiggy ESOP 2021 (formerly known as Bundl ESOP 2021) had been approved by the Board of Directors of the Company at their meeting held on August 6, 2021 and the shareholders of the Company
by way of resolution passed at their Extraordinary General meeting held on August 10, 2021 for granting of aggregate 25,370 options which were amended from time to time basis vide resolutions
passed at the General meetings and increased to 26,399 options.
Further, shareholders of the Company vide resolution passed at the Extraordinary General Meeting held on March 31, 2023 had approved for "no further grants under ESOP scheme 2021 and the transfer
of unissued options being a total of 1,651 options lying in the ESOP scheme 2021 be transferred to ESOP scheme 2015 and any grants that return to the Swiggy ESOP 2021 (formerly known as Bundl ESOP
2021) hereafter on account of lapse or surrender of options automatically be credited to the Swiggy ESOP 2015 (formerly known as Bundl ESOP 2015).” Post approval from the shareholders unissued
options lying in pool of ESOP 2021 were transferred to ESOP 2015 resulting into 24,748 options as on March 31, 2024. Each option when exercised would be converted into 1,401 fully paid-up equity
share of ₹ 1.00 each of the Company but not exceeding 34,672,509 resultant equity shares.
During the year ended March 31, 2022, the Group issued bonus in the ratio of 1400:1 to all the existing shareholders whose names appear in the register of members of the Group as on December 31,
2021. Hence each option granted under the above schemes would be eligible for 1,401 equity shares. Also for the options granted on or after the bonus issues exercise price has been fixed as ₹ 1,401.00
(fourteen hundred and one).
Pursuant to the resolution passed by the Nomination and Remuneration committee (NRC) and Board on March 22, 2024 and April 01, 2024 and the resolution passed by shareholders of the Company on
April 03, 2024, the Company has adopted the Swiggy ESOP 2024 plan. The unallocated/ ungranted employee stock options (“Options”) under the existing Swiggy Employee Stock Option Plan 2015 as on
April 10, 2024 has been made available for grant under the ESOP 2024 and an equivalent number of equity shares (subject to adjustments) can be allotted, at such price and on such terms and conditions
as may be fixed or determined by the NRC in accordance with applicable laws as may be prevailing at that time. Accordingly, effective April 10, 2024, Swiggy ESOP 2015 Plan will sunset and all further
grants will be from Swiggy ESOP 2024.
The following table summarises the movement in stock option granted during the period/year:
Swiggy ESOP 2015 (formerly known as Bundl ESOP 2015)
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Outstanding at the beginning of the year 93,205 77,523 77,523 68,897 56,726
Granted 11 20,870 31,902 18,322 27,995
Exercised - - (1,781) - (4,955)
Forfeited, expired and surrendered (1,664) (1,985) (14,439) (9,696) (10,869)
Outstanding at the end of the period/ year 91,552 96,408 93,205 77,523 68,897
Exercisable at the end of the period/ year 56,991 53,555 50,786 43,322 34,276
Swiggy ESOP 2021 (formerly known as Bundl ESOP 2021)
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Outstanding at the beginning of the period/year 19,545 24,776 24,776 19,132 -
Granted - - - 6,448 19,955
Exercised - - (711) - -
Forfeited, expired and surrendered (247) (3,567) (4,520) (804) (823)
Outstanding at the end of the period/ year 19,298 21,209 19,545 24,776 19,132
Exercisable at the end of the period/ year 12,412 5,880 8,519 1,987 -
Swiggy ESOP 2024
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Outstanding at the beginning of the period/year - - - - -
Granted 79,943,782 - - - -
Exercised - - - - -
Forfeited, expired and surrendered - - - - -
Outstanding at the end of the period/ year 79,943,782 - - - -
Exercisable at the end of the period/ year - - - - -
< This space has been intentionally left blank>
333
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
33 Employee Stock Option Plan (ESOP) (Contd..)
Details of weighted average remaining contractual life and range of exercise prices for the options outstanding at the reporting date:
No of equity
Remaining life
No of options shares arising out Exercise price (₹)
(years)*
of options
June 30, 2024
Swiggy ESOP 2015 (formerly known as Bundl ESOP 2015) 91,552 128,264,352 1,401.00 85.63
Swiggy ESOP 2021 (formerly known as Bundl ESOP 2021) 19,298 27,036,498 1,401.00 85.63
Swiggy ESOP 2024 79,943,782 79,943,782 1.00 85.63
June 30, 2023
Swiggy ESOP 2015 (formerly known as Bundl ESOP 2015) 96,408 135,067,608 1,401.00 82.71
Swiggy ESOP 2021 (formerly known as Bundl ESOP 2021) 21,209 29,713,809 1,401.00 82.71
March 31, 2024
Swiggy ESOP 2015 (formerly known as Bundl ESOP 2015) 93,205 130,580,205 1,401.00 82.46
Swiggy ESOP 2021 (formerly known as Bundl ESOP 2021) 19,545 27,382,545 1,401.00 82.46
March 31, 2023
Swiggy ESOP 2015 (formerly known as Bundl ESOP 2015) 77,523 108,609,723 1,401.00 83.01
Swiggy ESOP 2021 (formerly known as Bundl ESOP 2021) 24,776 34,711,176 1,401.00 83.01
March 31, 2022
Swiggy ESOP 2015 (formerly known as Bundl ESOP 2015) 68,897 96,524,697 1,401.00 83.32
Swiggy ESOP 2021 (formerly known as Bundl ESOP 2021) 19,132 26,803,932 1,401.00 83.32
*Weighted average remaining contractual life in years.
The fair value of the awards are estimated using the Black-Scholes Model for time and non market performance based options and Monte Carlo simulation model is used for market performance
based options. The following table list the inputs to the models used for Swiggy ESOP plans:
Swiggy ESOP Swiggy ESOP
Period ended June 30, 2024 2015 2024
Apr 01, 2024 to Apr 01, 2024 to
June 30, 2024 June 30, 2024
Risk free interest rate ( % p.a) 6.77% 6.68% - 7.07%
Expected life of options granted (years) 3.51 1.5 - 6.5
Expected volatility 42.50% 30% - 50%
Dividend yield (%) - -
Fair value of the option (₹) 448,474.11 193.06 - 320.17
Exercise price (₹) 1,401.00 1.00
Period ended June 30, 2023
Apr 01, 2023 to
June 30, 2023
Risk free interest rate ( % p.a) 7.14%
Expected life of options granted (years) 5.01
Expected volatility (simple average) 54.85%
Dividend yield (%) -
Fair value of the option (₹) 201,171.55
Exercise price (₹) 1,401.00
Year ended March 31, 2024
Jan 01, 2024 Oct 01, 2023 July 01, 2023 to Apr 01, 2023
to to Sep 30, 2023 to
Mar 31, 2024 Dec 31, 2023 June 30, 2023
Risk free interest rate ( % p.a) 7.05% 7.12% 6.97% 7.14%
Expected life of options granted (years) 5.01 5.01 5.01 5.01
Expected volatility (simple average) 55.92% 55.28% 54.97% 54.85%
Dividend yield (%) - - - -
Fair value of the option (₹) 293,509.50 217,656.14 217,649.22 201,171.55
Exercise price (₹) 1,401.00 1,401.00 1,401.00 1,401.00
Year ended March 31, 2023
Jan 01, 2023 Oct 01, 2022 July 01, 2022 to Apr 01, 2022
to to Sep 30, 2022 to
Mar 31, 2023 Dec 31, 2022 June 30, 2022
Risk free interest rate ( % p.a) 7.22% 7.20% 7.11% 6.15%
Expected life of options granted (years) 5.01 5.01 5.01 5.01
Expected volatility (simple average) 55.24% 53.31% 50.47% 46.29%
Dividend yield (%) - - - -
Fair value of the option (₹) 199,137.44 228,908.30 228,908.30 227,879.89
Exercise price (₹) 1,401.00 1,401.00 1,401.00 1,401.00
334
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
33 Employee Stock Option Plan (ESOP) (Contd..)
Year ended March 31, 2022
Jan 01, 2022 Oct 01, 2021 Apr 01, 2021
July 01, 2021 to
to to to
Sep 30, 2021
Mar 31, 2022 Dec 31, 2021 June 30, 2021
Risk free interest rate ( % p.a) 5.95% 5.62% 5.66% 5.47%
Expected life of options granted (years) 5.01 5.01 4.73 4.48
Expected volatility (simple average) 43.82% 39.33% 39.21% 39.23%
Dividend yield (%) - - - -
Fair value of the option (₹) 232,566.00 232,562.60 223,904.90 211,740.50
Exercise price (₹) 1,401.00 1.00 1.00 1.00
The expected life of stock options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects assumption that
the historical volatility over a period similar to the life of the options is indicative of future trends, which may also not necessarily be the actual outcome.
During the ended March 31, 2022, the Group launched Swiggy Liquidity Program (“SLP” or "Program") to provide liquidity for vested options to its eligible employees subject to certain conditions. As per
the program the liquidity is being carried out in two rounds i.e. during July, 22 and July, 23. Liquidity price would be fair market value (FMV) at the time of liquidity, facilitated by the Group preferably
through a secondary market sale or internal Group financed liquidity event. The liquidity event was considered as a modification, considering appropriate assumptions and the fair value on the date of
modification of ₹ 1,596.64 Million was recognized as financial liability with a corresponding adjustment to equity during the year ended March 31, 2022.
During the year ended March 31, 2023, the Group facilitated the first round of liquidity for the eligible employees, accordingly a cost of ₹ 672.26 Million (March 31, 2022: ₹ 47.72 Million) for 3,363
options pertaining to first round of liquidity scheme and ₹ 1,293.62 Million (March 31, 2022: ₹ 227.83 Million) for 7,299 options pertaining to second round of liquidity scheme has been recognised in the
Restated Consolidated Financial Information. The Group has also facilitated the second round of liquidity in the quarter ended September 2023 for the eligible employees. Accordingly, an amount of ₹
182.24 Million for 6,554 options on account of actualisation of liquidity price has been recognised as a credit to share based payment expense in the Consolidated Statement of Profit and Loss. (Refer
note 25).
34 Commitments and contingencies
(a) Commitments
(i) Estimated amount of contracts remaining to be executed on capital account and not provided for:
As at June 30, 2024, the Group had commitment of ₹ 435.67 Million (June 30, 2023: ₹ 13.36 Million, March 31, 2024: ₹ 321.66 Million, March 31, 2023: ₹ 10.93 Million, March 31, 2022: ₹ 214.60 Million),
net of advances towards the procurement of property, plant and equipment.
(b) Contingent liabilities
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Claims against the Group not acknowledged as debts :
(a) Service tax demands - - - - 13.65
(b) Legal claim 1.21 1.21 1.21 31.02 26.88
(c) Income tax demands 16.02 16.02 16.02 16.02 16.02
(d) In December 2023, the Company received show cause notices (SCNs) from the GST authorities requiring the Company to show cause why a tax liability of ₹ 3,267.63 million along with the interest and
penalty for the period from July 2020 to March 31, 2022, should not be demanded and recovered. The alleged amount is calculated on the delivery charges collected by the Company from the end user
on behalf of the delivery partners. The Company has responded to the SCNs defending the Company's existing stand with regard to taxability of the aforesaid services. The Company, supported by the
external independent expert’s advice, is of the view that it has a strong case on merits. The Company will continue to monitor developments in this case and address any further proceedings as
necessary.
(e) The Group is subject to taxation matters that arise from time to time in the ordinary course of business. Judgement is required in assessing the range of possible outcomes for some of these tax
matters, which could change substantially over time as each of the matter progresses depending on experience on actual assessment proceedings by tax authorities and other judicial precedents. Based
on its internal assessment supported by external legal counsel views, if any, the Group believes that it will be able to sustain its positions if challenged by the authorities and accordingly no additional
provision is required for these matters.
Other than the matter disclosed above, the Group is involved in claims through consumer forum relating to quality of service, Competition Commission of India ("CCI"), writ petition and other arbitral
matters that arise from time to time in the ordinary course of business. Some of these demands are disputed by the Group, and matters are presently under arbitration with the consumer forum and
other arbitral tribunal. Management is of the view that above matters will not have any material adverse effect on the Group’s financial position and results of operations.
35 Related party transactions
i. Related parties where control exists:
Wholly owned subsidiaries
Scootsy Logistics Private Limited ("Scootsy")
Supr Infotech Solutions Private Limited ("SuprDaily")
Step down Subsidiary
Lynks Logistics Limited ("Lynks") - w.e.f August 29, 2023
Associate companies
Maverix Platforms Private Limited ("Maverix") - w.e.f February 22, 2019 till December 26, 2021
Loyal Hospitality Private Limited ("LHPL") - w.e.f March 01, 2023
Subsidiary of Associate ("LHPL")
Loyal Hospitality Kitchens Private Limited ("LHKPL"), w.e.f March 01, 2023
ii. Related Party which have significant influence
MIH India Food Holdings B.V.(Naspers)
iii. Parties over which key management personnel are able to exercise significant influence
Vijayawada Hospitalities Private Limited
Surendranath Majety (Hotel Minerva)
335
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
35 Related party transactions (Contd..)
iv. Related parties under Ind AS 24:
Key management personnel
Name Designation Date of appointment Date of resignation
Sriharsha Majety Managing Director and Group Chief Executive Officer December 26, 2013 -
Lakshmi Nandan Reddy Obul Whole time Director and Head of Innovation December 26, 2013 -
Rahul Jaimini Nominee Director January 30, 2015 November 18, 2021
Anand Daniel Nominee Director July 10, 2015 -
Mukul Arora Nominee Director October 21, 2015 October 21, 2021
Jayant Goel Nominee Director December 29, 2015 October 21, 2021
Ashutosh Sharma Nominee Director June 21, 2017 -
Lawrence Charles Illg Nominee Director March 21, 2019 December 01, 2023
Daniel Joram Brody Nominee Director May 08, 2020 November 15, 2021
Zhu Wenqian Nominee Director May 20, 2020 October 29, 2021
Rahul Bothra Chief Financial Officer September 01, 2017 -
Vivek Sunder Chief Operating Officer July 02, 2018 September 30, 2021
Sumer Juneja Nominee Director July 28, 2021 -
Sonal Bhandari Company Secretary January 03, 2022 January 08, 2024
M Sridhar Company Secretary April 01, 2024 -
Shailesh V Haribhakti Independent Director January 24, 2023 -
Mallika Srinivasan Independent Director January 24, 2023 January 18, 2024
Sahil Barua Independent Director January 24, 2023 -
Phani Kishan Addepalli Director March 16, 2023 -
Anand Thirumalachar Kripalu Independent Director December 04, 2023 -
Roger Clarks Rabalais Nominee Director December 04, 2023 -
Suparna Mitra Independent Director April 01, 2024 -
v. Details of transactions with the related parties:
Three months Three months
Year ended Year ended Year ended
ended ended
March 31, 2024 March 31, 2023 March 31, 2022
June 30, 2024 June 30, 2023
a. Transaction with associate
Maverix Platforms Private Limited
Capital infusion - - - - 15.84
Loyal Hospitality Private Limited
Revenue from platform services - - 0.16 0.02 -
Expenses towards Rent and utilities 2.95 4.16 16.51 - -
Expenses incurred on behalf of LHPL - 3.03 5.73 - -
b. Transaction with Subsidiary of Associate ("LHPL")
Loyal Hospitality Kitchens Private Limited
Revenue from platform services - 1.76 6.69 1.60 -
c. Transactions with related party which has significant influence
MIH India Food Holdings B.V.(Naspers)
Capital Infusion - - - - 22,305.73
Issue and allotment of bonus CCCPS shares - - - - 946.40
d. Transactions with key managerial personnel:
(i) Remuneration to key management personnel
Short-term employee benefits 25.07 18.24 94.81 164.28 79.66
Post-employment benefits - - - - 4.06
Share-based payment 2,073.96 524.64 2,270.52 596.75 1,784.84
Directors remuneration and sitting fee 7.23 3.20 14.94 2.40 -
(ii) Issue and allotment of bonus CCCPS shares to key managerial personnel* - - 119,296.80
* represents bonus CCCPS of 119,296,800 with a face value of ₹ 1,000.00 each issued to KMP pursuant to Board approval dated January 03, 2022, which are convertible into equity shares of 170,641,800
with a face value of ₹ 1.00 each, amounting to equity share capital ₹ 170,641,800.
Three months Three months
Year ended Year ended Year ended
ended ended
March 31, 2024 March 31, 2023 March 31, 2022
June 30, 2024 June 30, 2023
e. Entities over which key management personnel are able to exercise significant influence:
(i) Vijayawada Hospitalities Private Limited
Revenue from platform services 0.32 0.39 1.55 1.78 1.74
(ii) Surendranath Majety (Hotel Minerva)
Revenue from platform services 0.08 0.05 0.24 0.20 0.16
336
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
35 Related party transactions (Contd..)
vi. Details of balance receivable from and payable to related parties are as follows:
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Key managerial personnel
Salary and perquisites payable to key managerial personnel 6.44 3.83 9.88 7.64 4.84
Directors remuneration and sitting fee payable to key managerial personnel 5.93 3.20 9.34 2.40 -
Loyal Hospitality Private Limited
Amount payable to merchants - - - 0.02 -
Trade Receivable 5.73 3.03 5.73 - -
Loyal Hospitality Kitchens Private Limited
Amount payable to merchants - 0.17 - 0.45 -
Vijayawada Hospitalities Private Limited
Amount payable to merchants 0.09 0.07 0.11 0.05 0.06
Surendranath Majety (Hotel Minerva)
Amount payable to merchants 0.02 0.01 0.02 0.01 0.01
All the above related party transactions are carried at arm's length price.
vii. Related Party transaction prior to elimination (As per Schedule VI (Para 11(I)(A)(i)(g)) of ICDR Regulations).
The following are the details of the transactions eliminated during the three months ended June 30, 2024, June 30, 2023 and years ended March 31, 2024, March 31, 2023 and 31 March 2022:
a) In the books of Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Scootsy Logistics Private Limited
Investment in equity* 3,083.37 33.31 4,156.77 30.33 -
Loan given - - - 11,667.09 13,476.62
Loans repaid - 2,025.19 2,564.18 - -
Interest income on loans 500.60 534.17 2,036.90 1,727.89 312.61
Advertising and sales promotion 549.81 383.27 1,883.60 2,138.98 741.88
Amount collected on behalf of Scootsy 71.67 - 581.81 209.16 -
Reimbursement of expense to 1,137.02 - 2,507.37 - -
Expenses towards facility services 788.96 - 1,570.39 - -
Employee related reimbursement income 32.99 16.51 117.27 162.75 136.25
Rent income 1.65 2.17 4.77 1.65 155.52
Other income 11.59 - 14.09 42.00 15.60
Sale of Property, plant and equipment - - - - 751.48
Proceeds from sale of investment - - 3,855.39 - -
Transfer of employee liabilities to Scootsy 2.05 - - - -
Payment made on behalf of Scootsy 1.10 - - - -
Supr Infotech Solutions Private Limited
Investment in equity * - 6.53 52.79 126.06 481.97
Loans given 110.00 395.00 1,360.00 2,110.07 4,071.00
Amount collected on behalf of Supr 2.36 - - - -
Transfer of employee liabilities from Supr 18.64 - - - -
Interest income on loans 200.74 173.02 746.34 613.36 314.96
Employee related reimbursement income - 8.80 35.73 49.80 22.97
Rent income - 2.54 9.47 25.26 -
Other income - 10.74 44.46 38.21 22.93
Purchase of Property, plant and equipment - 11.50 1.74
Lynks Logistics Limited
Other income - - 5.67 - -
Loan given - - 372.58 - -
Interest income on loans - - 20.75 - -
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337
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
35 Related party transactions (Contd..)
b) In the books of Scootsy Logistics Private Limited
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Capital infusion* 3,083.37 33.31 4,156.77 30.33 -
Loans taken - - - 11,667.09 13,476.62
Loans repaid - 2,025.19 2,564.18 - -
Interest expense on loans 500.60 534.17 2,036.90 1,727.89 312.61
Sale of traded goods 286.81 281.62 976.51 1,991.61 741.88
Other operating income 263.00 101.65 907.09 147.37 -
Amount collected on behalf of the Company 71.67 - 581.81 209.16 -
Employee related reimbursement expense 32.99 16.51 117.27 162.75 136.25
Rent expense 1.65 2.17 4.77 1.65 155.52
Other expense 11.59 - 14.09 42.00 15.60
Revenue from supply chain services 788.96 - 1,570.39 - -
Reimbursement of expense from 1,137.02 - 2,507.37 - -
Purchase of Property, plant and equipment - - - - 751.48
Purchase of Investment - - 3,855.39 - -
Payments made by the Company on behalf of Scootsy 1.10 - - - -
Transfer of employee liabilities from the Company 2.05 - - - -
Supr Infotech Solutions Private Limited
Purchase of Property, plant and equipment 3.49 - - 23.00 -
Transfer of employee liabilities from Supr 18.49 - - - -
c) In the books of Supr Infotech Solutions Private Limited
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Capital infusion* - 6.53 52.79 126.06 481.97
Loans taken 110.00 395.00 1,360.00 2,110.07 4,071.00
Interest expense on loans 200.74 173.02 746.34 613.36 314.96
Employee related reimbursement expense - 8.80 35.73 49.80 22.97
Rent expense - 2.54 9.47 25.26 -
Other income - 10.74 44.46 38.21 22.93
Sale of Property, plant and equipment - - - 11.50 1.74
Transfer of employee liabilities to the Company 18.64 - - - -
Amount collected by the Company on behalf of Supr 2.36 - - - -
Scootsy Logistics Private Limited
Sale of Property, plant and equipment 3.49 - - 23.00 -
Transfer of employee liabilities to Scootsy 18.49 - - - -
d) In the books of Lynks Logistics Limited
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Other expense - - 5.67 - -
Loan taken - - 372.58 - -
Interest expense on - - 20.75 - -
loans
*includes ESOP cross charge considered as capital infusion amounting to ₹ Nil (June 30, 2023: ₹ 6.53 Million, March 31, 2024: ₹ 52.79 Million, March 31, 2023: ₹ 126.06 Million, March 31, 2022: ₹ 481.97
Million) for Supr and ₹ 83.37 Million (June 30, 2023: ₹ 33.31 Million, March 31, 2024: ₹ 256.77 Million, March 31, 2023: ₹ 30.33 Million, March 31, 2022: ₹ Nil) for Scootsy.
viii. The following are the details of the balance outstanding as at June 30, 2024, June 30, 2023, March 31, 2024, March 31, 2023 and 31 March 2022:
a) In the books of Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Scootsy Logistics Private Limited
Trade payable 366.22 694.77 1,195.23 754.34 25.67
Trade receivable - - - - -
Loans receivable 23,347.73 23,118.81 23,347.73 25,143.71 13,476.62
Interest receivable 927.52 956.07 796.99 870.01 306.60
Transfer of security deposits - - - - 139.65
Supr Infotech Solutions Private Limited
Trade receivable 103.68 22.07 85.12 194.81 52.56
Loans receivable (Refer note 35(ix)) - - - - -
Interest receivable* - 363.41 - 327.12 217.22
* The Company has impaired Interest receivable amounting to ₹ 484.64 Million till the three months ended June 30, 2024 (June 30, 2023: ₹ Nil, March 31, 2024: ₹ 392.93 Million, March 31, 2023: ₹ Nil,
March 31, 2022: ₹ Nil).
338
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
35 Related party transactions (Contd..)
b) In the books of Scootsy Logistics Private Limited
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Trade receivable 366.22 694.77 1,195.23 754.34 25.67
Trade payable - - - - -
Loans payable 23,347.73 23,118.81 23,347.73 25,143.71 13,476.62
Interest payable 927.52 956.07 796.99 870.01 306.60
Transfer of security deposits - - - - 139.65
Supr Infotech Solutions Private Limited
Capital creditors - - - 27.14 -
Trade receivable 15.01 - - - -
Lynks Logistics Limited
Other Payable to 1.00 - 1.00 - -
c) In the books of Supr Infotech Solutions Private Limited
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Trade payable 103.68 22.07 85.12 194.81 52.56
Other receivable - - - - -
Loans payable 9,405.07 8,330.07 9,295.07 7,935.07 5,825.00
Interest payable 484.64 363.41 392.93 327.12 217.22
Scootsy Logistics Private Limited
Capital advances - - - 27.14 -
Trade payable 15.01 - - - -
d) In the books of Lynks Logistics Limited
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Scootsy Logistics Private Limited
Other Receivable from 1.00 - 1.00 - -
ix. The following are the details of the investment outstanding as at June 30, 2024, June 30, 2023, March 31, 2024, March 31, 2023 and March 31, 2022:
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Scootsy Logistics Private Limited
Investment in equity 8,293.00 1,086.17 5,209.63 1,052.86 1,022.53
Provision for diminution in value of investment - (1,022.53) - (1,022.53) (1,022.53)
8,293.00 63.64 5,209.63 30.33 -
Loans 24,275.25 24,074.88 24,144.72 25,143.71 13,476.62
24,275.25 24,074.88 24,144.72 25,143.71 13,476.62
Supr Infotech Solutions Private Limited
Investment in equity 5,087.78 5,041.52 5,087.78 5,034.99 4,908.93
Provision for diminution in value of investment (5,087.78) (5,041.52) (5,087.78) (5,034.99) (4,908.93)
- - - - -
Loans 9,405.07 8,330.07 9,295.07 7,935.07 5,825.00
Provision for diminution in the value of loans (9,405.07) (8,330.07) (9,295.07) (7,935.07) (5,825.00)
- - - - -
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339
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
36 Operating Segments
Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in
deciding how to allocate resources and assessing performance. The Group’s chief operating decision maker is the Chief Executive Officer.
The operating segments comprises of:
1. Food Delivery
2. Out of home consumption
3. Quick- commerce
4. Supply chain and distribution
5. Platform Innovations
Food delivery business offer on-demand Food Delivery services through a network of restaurant partners and delivery partners, which is available through mobile application and/ or website.
Out-of-home Consumption offerings include restaurant dining solutions (that we provide through DineOut) and access to curated outdoor events through SteppinOut.
Quick commerce offer on-demand grocery and a growing array of household items to users through Instamart.
Supply Chain and Distribution offer comprehensive supply chain services to wholesalers, retailers, and fast-moving consumer goods (“FMCG”) brands, leveraging our warehousing capabilities. We
streamline the value-chain and ensure reliable, fast, and cost-effective order fulfilment for wholesalers, retailers and FMCG companies.
Platform Innovations consists of set of incubators for new service offerings to create more frequent and meaningful touchpoints for our users, this segment includes business verticles such as Private
Brands, Swiggy - Genie, Swiggy-Minis, Insanely Good etc.
During the year ended March 31, 2024, the Group realigned its internal reporting system to focus on revised business verticals for tracking its performance and resource allocation decisions. This required
the Group to realign its operating segment disclosures with its internal reporting structure. Accordingly, the management has restated the segment information for the previous financial years ended
March 31, 2023 and March 31, 2022 in accordance with the reporting requirements of Ind AS 108. Further, as the CODM is no longer reviewing segment assets and liabilities as part of its resource
allocation decisions, due to which the Group has discontinued the disclosure of segment assets and liabilities.
Three months Three months
Year ended Year ended Year ended
ended ended
March 31, 2024 March 31, 2023 March 31, 2022
June 30, 2024 June 30, 2023
Revenue from operations (total segment revenue)
Food Delivery 15,180.62 12,000.08 51,918.11 41,645.90 34,142.59
Out of home consumption 458.52 311.25 1,571.86 776.86 -
Quick-commerce 3,740.82 1,797.65 9,785.50 4,513.63 828.43
Supply chain and distribution 12,682.57 9,475.81 47,796.05 32,863.47 14,653.00
Platform Innovations 187.39 387.35 1,719.24 3,192.10 7,654.40
32,249.92 23,972.14 112,790.76 82,991.96 57,278.42
Less: Revenue from operations (inter-segment)
Food Delivery (27.22) (73.96) (316.86) (346.00) (229.45)
Out of home consumption - - - - -
Quick-commerce - - - - -
Supply chain and distribution - - - - -
Platform Innovations - - - - -
(27.22) (73.96) (316.86) (346.00) (229.45)
Revenue from operations
Food Delivery 15,153.40 11,926.12 51,601.25 41,299.90 33,913.14
Out of home consumption 458.52 311.25 1,571.86 776.86 -
Quick-commerce 3,740.29 1,797.65 9,785.50 4,513.63 828.43
Supply chain and distribution 12,682.57 9,475.81 47,796.05 32,863.47 14,653.00
Platform Innovations 187.39 387.35 1,719.24 3,192.10 7,654.40
32,222.17 23,898.18 112,473.90 82,645.96 57,048.97
Segment results
Food Delivery 674.02 (337.76) (94.27) (9,938.98) (13,774.92)
Out of home consumption (131.57) (490.13) (1,735.96) (1,372.06) (65.22)
Quick-commerce (2,802.37) (2,819.13) (11,846.09) (19,187.71) (8,496.15)
Supply chain and distribution (431.80) (318.91) (1,338.53) (2,954.98) (3,015.49)
Platform Innovations (157.57) (377.09) (1,102.59) (3,965.00) (6,024.97)
(2,849.29) (4,343.02) (16,117.44) (37,418.73) (31,376.75)
Add: other income 878.94 1,198.32 3,869.59 4,498.57 4,148.80
Less: Share based payment expense (2,593.14) (1,397.46) (5,962.62) (5,339.52) (5,134.15)
Less: finance costs (198.26) (174.00) (714.03) (581.92) (483.76)
Less: depreciation and amortization (1,216.72) (912.98) (4,205.85) (2,857.86) (1,700.90)
Less: exceptional items (130.70) (6.70) (305.94) (92.56) (1,732.04)
Less: Share in net loss of associate (0.90) (5.00) (66.14) (1.03) (10.16)
Loss before tax (6,110.07) (5,640.84) (23,502.43) (41,793.05) (36,288.96)
During the three months ended June 30, 2024, no single customer represents 10% or more of the Group's total revenue. During the three months ended June 30, 2023, years ended March 31, 2024,
March 31, 2023 and March 31, 2022, revenue (number of customers) amounting to ₹ 5,059.77 Million (two), ₹ 23,573.55 Million (two), ₹ 17,846.37 Million (two) and ₹ 9,811.54 Million (one) respectively
is derived from major customers. These revenues are attributed to the Supply chain and distribution segment.
340
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
37 Capital management
For the purpose of Group's capital management, capital includes subscribed capital (equity and preference), securities premium and all other equity reserves attributable to the owners of the Group. The
primary objective of the Group's capital management is to safeguard the Group's ability to continue as a going concern in order to finance the sustained growth in the business and to protect the
shareholders value.
The Group is predominantly equity financed, which is evident from the capital structure below. The Group determines the capital requirement based on annual operating plans and long-term and other
strategic investment plans. The funding requirements are met through equity and operating cash flows generated. The Group is not subject to any externally imposed capital requirements.
The capital structure and key performance indicators of the Group as at respective balance sheet date is as follows:
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
I Debt to equity position:
A. Total equity attributable to the shareholders of the Group 74,449.92 86,605.97 77,914.61 90,566.12 122,669.12
B. Borrowings (Refer note 16) 2,566.11 - 2,111.86 - -
C. Total capital (A+B) 77,016.03 86,605.97 80,026.47 90,566.12 122,669.12
D. Debt to equity ratio (%) (B/A) 3.45% 0.00% 2.71% 0.00% 0.00%
E. Total borrowings as a % of total capital (B/C) 3.33% 0.00% 2.64% 0.00% 0.00%
F. Total equity as a % of total capital (A/C) 96.67% 100.00% 97.36% 100.00% 100.00%
II Cash position:
Cash and cash equivalents 8,364.92 12,202.59 8,870.51 8,325.21 10,961.31
Other balances with banks 4,687.67 4,621.30 4,433.69 4,806.25 1,906.06
Investment in money market instruments 35,243.77 50,268.40 40,392.84 54,952.52 103,106.14
48,296.36 67,092.29 53,697.04 68,083.98 115,973.51
38 Disclosures on financial instruments
(a) Financial instruments by category
The carrying value and the fair value of the financial instruments by categories is as follows:
As at As at As at As at As at
Note
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Financial assets measured at amortised cost:
Trade receivables 38.1 11,895.90 9,501.66 9,638.50 10,623.49 11,119.32
Security deposits 38.2 1,246.29 1,153.90 1,245.90 1,167.41 1,055.69
Investments in Non-Convertible Debentures(NCDs)/Bonds 38.2 6,198.32 7,663.75 6,146.39 9,721.91 7,228.49
Investments in certificate of deposits 38.2 3,955.13 8,496.89 3,193.04 7,850.00 9,650.00
Interest receivable 38.1 - - - 994.10 508.12
Balance with delivery partners 38.1 142.29 200.50 61.04 172.68 147.33
Amount recoverable from payment gateways 38.1 3,101.80 1,140.79 2,689.47 - -
Other receivables 38.1 883.84 1,040.06 704.90 497.64 231.74
27,423.57 29,197.55 23,679.24 31,027.23 29,940.69
Financial assets measured at fair value through profit and loss
Investments in mutual fund units 38.4 25,090.32 34,107.76 31,053.41 37,380.61 86,227.65
25,090.32 34,107.76 31,053.41 37,380.61 86,227.65
Financial assets measured at fair value through other comprehensive income
Investments in equity and preference instruments 38.6 10,769.28 9,783.02 10,714.70 9,783.02 373.88
10,769.28 9,783.02 10,714.70 9,783.02 373.88
Cash and cash equivalents and other balances with banks
Cash in hand 38.3 19.01 - 22.70 - -
Cheques in hand 38.3 79.54 - 87.46 - -
Balances with banks - in current accounts 38.3 7,766.21 12,202.59 7,059.18 8,325.21 6,961.30
Deposits with banks (including margin money deposits) 38.3 5,187.83 4,925.14 4,433.69 4,806.25 5,906.07
13,052.59 17,127.73 11,603.03 13,131.46 12,867.37
Financial liabilities measured at amortised cost
Borrowings 38.2 2,566.11 - 2,111.86 - -
Trade payables 38.1 9,894.68 8,799.45 8,808.98 8,731.74 9,561.42
Lease liabilities 38.5 6,556.17 6,258.15 6,530.04 5,996.00 5,082.10
Other financial liabilities (Refer note 18) 38.1 6,365.05 7,378.89 6,394.16 4,290.93 4,012.53
25,382.01 22,436.49 23,845.04 19,018.67 18,656.05
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341
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
38 Disclosures on financial instruments (Contd..)
(b) Valuation technique to determine fair value
38.1 The carrying value of these financial assets and liabilities in the Restated Consolidated Financial Information are considered to be the same as their fair value, due to their short term nature.
38.2 The carrying value of these financial assets and liabilities in the Restated Consolidated Financial Information are carried at amortised cost. The fair value of Investments in Non-Convertible
Debentures(NCDs)/Bonds/certificate of deposits for the three months ended June 30, 2024 is amounting to ₹ 10,047.21 Million (June 30, 2023: ₹ 16,022.36 Million, March 31, 2024: ₹ 9,260.54 Million,
March 31, 2023: ₹ 9,853.10 Million, March 31, 2022: ₹ 7,372.66 Million).
38.3 These accounts are considered to be highly liquid / liquid and the carrying amount of these are considered to be the same as their fair value.
38.4 The fair values of investments in mutual fund units is based on the net asset value (‘NAV’) as stated by the issuers of these mutual fund units in the published statements as at balance sheet date.
NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.
38.5 Lease liabilities are recognised based on the present value of the remaining lease payments.
38.6 The fair values of the unquoted investments in equity instruments have been estimated using one or more of the valuation techniques such as Discounted cash flow method (“DCF”), Comparable
companies multiples method (“CCM”), Option pricing backsolve method ("OPM") and Comparable companies transactions multiples method (“CTM”).
(c) Fair value hierarchy
Level 1 : Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 : Inputs other than quoted price included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 : Inputs for the assets and liabilities that are not based on observable market data (unobservable inputs).
Fair value hierarchy of assets and liabilities carried at fair value on recurring basis is as follows:
Fair value measurement at the end of the reporting
Balance
period *
Assets Level 1 Level 2 Level 3
As at June 30, 2024
Investments in mutual fund units 25,090.32 25,090.32 - -
Investments in equity and preference instruments 10,769.28 - 10,769.28
35,859.60 25,090.32 - 10,769.28
As at June 30, 2023
Investments in mutual fund units 34,107.76 34,107.76 - -
Investments in equity and preference instruments 9,783.02 - - 9,783.02
43,890.78 34,107.76 - 9,783.02
As at March 31, 2024
Investments in mutual fund units 31,053.41 31,053.41 - -
Investments in equity and preference instruments 10,714.70 - - 10,714.70
41,768.11 31,053.41 - 10,714.70
As at March 31, 2023
Investments in mutual fund units 37,380.61 37,380.61 - -
Investments in equity and preference instruments 9,783.02 - - 9,783.02
47,163.63 37,380.61 - 9,783.02
As at March 31, 2022
Investments in mutual fund units 86,227.65 86,227.65 - -
Investments in equity and preference instruments 373.88 - - 373.88
86,601.53 86,227.65 - 373.88
* There has been no transfers between the levels during any of the periods/years.
(d) The following tables shows a reconcilia on from the opening balance to the closing balance for level 3 fair values.
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Balance at the beginning of the period/ year 10,714.70 9,783.02 9,783.02 373.88 -
Addition during the period/ year - - - 9,505.00 373.88
Deletions during the period/ year - - - - -
Gain / (loss) recognised in other comprehensive income during the period/ year 54.58 - 931.68 (95.86) -
Balance as at the end the period/ year 10,769.28 9,783.02 10,714.70 9,783.02 373.88
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342
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
38 Disclosures on financial instruments (Contd..)
(e) Significant unobservable inputs used in Level 3 Fair Values
Significant unobservable
Valuation techniques Sensitivity of input to fair value measurement
inputs
As at June 30, 2024
Investments in equity and Discounted cash flow a) Enterprise value to revenue A 5% increase in revenue multiple would have led to approximately ₹ 6.87 Million gain in
preference instruments method ("DCF"), Option multiple Restated Consolidated Financial Information.
pricing backsolve (30.42x)
method ("OPM") A 5% decrease in revenue multiple would have led to approximately ₹ 6.86 Million loss in
Restated Consolidated Financial Information.
b) Volatility A 5% increase in volatility would have led to approximately ₹ 0.37 Million gain in Restated
(50%) Consolidated Financial Information.
A 5% decrease in volatility would have led to approximately ₹ 0.62 Million loss in Restated
Consolidated Financial Information.
c) Weighted Average cost of A 5% increase in WACC would have led to approximately ₹ 898.93 Million loss in Restated
Capital ("WACC") (19.25%) Consolidated Financial Information.
A 5% decrease in WACC would have led to approximately ₹ 1,068.81 Million gain in Restated
Consolidated Financial Information.
As at June 30, 2023
Investments in equity and Discounted cash flow a) Enterprise value to Revenue A 5% increase in revenue multiple would have led to approximately ₹ 6.87 Million gain in
preference instruments method ("DCF"), Option multiple (30.42x) Restated Consolidated Financial Information.
pricing backsolve
method ("OPM") A 5% decrease in revenue multiple would have led to approximately ₹ 6.86 Million loss in
Restated Consolidated Financial Information.
b) Volatility A 5% increase in volatility would have led to approximately ₹ 0.37 Million gain in Restated
(50%) Consolidated Financial Information.
A 5% decrease in volatility would have led to approximately ₹ 0.62 Million loss in Restated
Consolidated Financial Information.
c) Weighted Average cost of A 5% increase in WACC would have led to approximately ₹ 834.76 Million loss in Restated
Capital ("WACC") (16.86%) Consolidated Financial Information.
A 5% decrease in WACC would have led to approximately ₹ 945.81 Million gain in Restated
Consolidated Financial Information.
As at March 31, 2024
Investments in equity and Option pricing a) Enterprise value to revenue A 5% increase in Revenue multiple would have led to approximately ₹ 364.74 Millions gain in
preference instruments backsolve method multiple the Restated Consolidated Financial Information.
("OPM") (Ranging from 9.39x to 30.42x)
A 5% decrease in Revenue multiple would have led to approximately ₹ 364.00 Million loss in
the Restated Consolidated Financial Information.
b) Volatility A 5% increase in volatility would have led to approximately ₹ 16.88 Millions gain in the
(50%) Restated Consolidated Financial Information.
A 5% decrease in volatility would have led to approximately ₹ 25.31 Million loss in the Restated
Consolidated Financial Information.
As at March 31, 2023
Investments in equity and Discounted cash flow a) Enterprise value to Revenue A 5% increase in revenue multiple would have led to approximately ₹ 6.87 Million gain in
preference instruments method ("DCF"), Option multiple (30.42x) Restated Consolidated Financial Information.
pricing backsolve
method ("OPM") A 5% decrease in revenue multiple would have led to approximately ₹ 6.86 Million loss in
Restated Consolidated Financial Information.
b) Volatility A 5% increase in volatility would have led to approximately ₹ 0.37 Million gain in Restated
(50%) Consolidated Financial Information.
A 5% decrease in volatility would have led to approximately ₹ 0.62 Million loss in Restated
Consolidated Financial Information.
c) Weighted Average cost of A 5% increase in WACC would have led to approximately ₹ 834.76 Million loss in Restated
Capital ("WACC") (16.86%) Consolidated Financial Information.
A 5% decrease in WACC would have led to approximately ₹ 945.81 Million gain in Restated
Consolidated Financial Information.
As at March 31, 2022
Investments in equity and Discounted cash flow a) Weighted average cost of A 1% increase in WACC would have led to approximately ₹ 17,823.38 loss in Restated
preference instruments method ("DCF") capital (“WACC”) Consolidated Financial Information.
(24.50%)
A 1% decrease in WACC would have led to approximately ₹ 20,001.89 gain in Restated
Consolidated Financial Information.
b) Growth Rate A 1% increase in growth rate would have led to approximately ₹ 6,781.36 gain in Restated
(4.00%) Consolidated Financial Information.
A 1% decrease in growth rate would have led to approximately ₹ 6,108.06 loss in Restated
Consolidated Financial Information.
The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be
correlated.
343
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
39 Financial risk management
The Group is exposed to various financial risks majorly Credit risk, Liquidity risk and Market risk and Equity price risk. The Group's senior management oversees the management of these risks with an
objective to minimise the impact of these risks based on charters and (in)formal policies.
a. Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result
from changes in the foreign currency exchange rates, interest rates, credit, liquidity and other market changes.
The Group's exposure to foreign currency exchange rate risk is very limited, as the Group doesn't have any significant foreign exchange transactions. Further, the Group's investments are primarily in
fixed rate interest bearing investments. Accordingly, the Group is not significantly exposed to interest rate risk.
i. Interest rate risk:
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market interest rates. As at June 30, 2024 and March 31, 2024 the Group's debt
obligation includes term loans, overdraft facilities and purchase invoice financing arrangements from the financial institutions. Refer note 16 for further details. The impact of possible change in floating
rate on the Group's profitability was not material. The Group has no debt obligation from financial institutions for the three months ended June 30, 2023 and the years ended March 31, 2023 and March
31, 2022. Therefore, there is no impact of possible change in floating rate on the entity's profitability.
b. Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating
activities (primarily trade receivables and unbilled receivables) and from its treasury activities, including deposits with banks and financial institutions, investments in money market and other financial
instruments. Credit risk has always been managed by the Group through credit approvals, established credit limits and continuously monitoring the creditworthiness of customers to which the Group
grants credit in the normal course of business.
i. Trade receivables
Trade receivables consists of receivables from large number of unrelated restaurant partners and receivables from customers which is in the regular course of B2B sales. The Group’s credit risk with
regard to receivables from restaurant is reduced by it's business model which allows it to offset payables to restaurants against receivables. The Group's trade receivables are non-interest bearing and
generally carries credit period of 0 to 60 days. The Group does not have significant credit risk exposure to any single counterparty. The Group does not hold collateral as security. The details of
concentration of revenue are provided in note 36.
As per Ind AS 109, the Group uses the expected credit loss model to assess the impairment loss. In determining the impairment allowance (allowance for doubtful debts), the Group has used a practical
expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience as well as the
current economic conditions and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and allowance rates used in the
provision matrix. Refer note 28 for the details on allowances for doubtful debts and advances and note 8 for the outstanding trade receivable balance which is subject to credit risk exposure of the
Group.
Outstanding customer receivables are regularly and closely monitored basis the historical trend, the Group provides for any outstanding receivables beyond 180 days which are doubtful, the trade
receivables on the respective reporting dates are net off the allowances which is sufficient to cover the entire life time loss of sales recognised including those that are currently less than 180 days
outstanding, the total provision of ₹ 880.27 Million (June 30, 2023: ₹ 779.37 Million, March 31, 2024: ₹ 773.08 Million, March 31, 2023: ₹ 723.33 Million, March 31, 2022: ₹ 493.19 Million) consists of
both these types of amounts.
ii. Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed by the Group's treasury department in accordance with the Group's approved investment policy. Investments of surplus funds
are made primarily in liquid mutual fund units, fixed maturity plan securities, fixed deposits, quoted bonds, certificate of deposits, commercial papers etc. Investments of certificate of deposits, zero
coupon bonds, commercial papers etc., are made only with approved counterparties and within credit limits. Counterparty credit ratings are reviewed by the Group's Audit Committee on periodic basis.
The Group's maximum exposure to credit risk for the components of the balance sheet is the carrying amounts as illustrated in note 6 and the liquidity table below.
c. Liquidity risk
Liquidity risk is the risk of being unable to meet the payment obligations resulting from financial liabilities, which may arise from unavailability of funds. The exposure to liquidity risk is closely monitored
on Group level using daily liquidity reports and regular cash forecast reports to ensure adequate distribution. The Group believes that cash and cash equivalents and current investments are sufficient to
meet its current requirements, accordingly, no liquidity risk is perceived.
The break up of cash and cash equivalents, deposits and current investments are as follows:
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Cash and cash equivalents 8,364.92 12,202.59 8,870.51 8,325.21 10,961.31
Other balance with banks 4,687.67 4,621.30 4,433.69 4,806.25 1,906.06
Current Investments 29,183.16 46,929.47 37,284.70 48,571.52 90,679.83
42,235.75 63,753.36 50,588.90 61,702.98 103,547.20
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344
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
39 Financial risk management (Contd..)
The table below summarises the maturity profile of the Group's financial liabilities at the reporting date. The amounts are based on contractual undiscounted payments.
More than 365
Carrying value On Demand 0-180 days 180-365 days Total
days
As at 30 June 2024
Borrowings 2,566.11 - 597.61 532.53 1,439.31 2,569.45
Lease liabilities (Refer note 40) 6,556.17 - 1,197.60 1,051.18 5,535.13 7,783.91
Trade payables 9,894.68 - 9,894.68 - - 9,894.68
Other financial liabilities 6,365.05 562.25 5,765.02 - 37.78 6,365.05
25,382.01 562.25 17,454.91 1,583.71 7,012.22 26,613.09
As at 30 June 2023
Lease liabilities (Refer note 40) 6,258.15 - 1,086.37 1,117.44 6,038.16 8,241.97
Trade payables 8,799.45 - 8,799.45 - - 8,799.45
Other financial liabilities 7,378.89 543.51 6,461.44 - 373.94 7,378.89
22,436.49 543.51 16,347.26 1,117.44 6,412.10 24,420.31
As at 31 March 2024
Borrowings 2,111.86 179.42 668.21 316.59 949.77 2,113.99
Lease liabilities (Refer note 40) 6,530.04 - 1,188.24 1,076.04 5,543.79 7,808.07
Trade payables 8,808.98 - 8,808.98 - - 8,808.98
Other financial liabilities 6,394.16 598.56 5,795.60 - - 6,394.16
23,845.04 777.98 16,461.03 1,392.63 6,493.56 25,125.20
As at 31 March 2023
Lease liabilities (Refer note 40) 5,996.00 - 875.56 881.23 5,603.27 7,360.06
Trade payables 8,731.74 714.57 8,017.17 - - 8,731.74
Other financial liabilities 4,290.93 396.94 3,793.05 100.94 - 4,290.93
19,018.67 1,111.51 12,685.78 982.17 5,603.27 20,382.73
As at 31 March 2022
Lease liabilities (Refer note 40) 5,082.10 - 786.21 781.29 6,394.81 7,962.31
Trade payables 9,561.42 588.87 8,972.55 - - 9,561.42
Other financial liabilities 4,012.53 552.75 3,169.65 104.03 186.10 4,012.53
18,656.05 1,141.62 12,928.41 885.32 6,580.91 21,536.26
d. Equity price risk
The Group does not have any material exposures to equity price risk, other than those mentioned in note 38(e) above.
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345
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
40 Leases
The Group has entered into lease contracts for premises to use its for commercial purpose to carry out its business i.e. office buildings and for its operations of cloud kitchen set up. These lease contracts
of premises have lease terms between 2 and 10 years. Lease agreements does not depict any restrictions/covenants imposed by lessor. The Group also has certain leases of buildings (temporary spaces)
with lease terms of 12 months or less. The Group has elected to apply the recognition exemption for leases with a lease term (or remaining lease term) of twelve months or less. Payments associated
with short-term leases are recognised on a straight-line basis as an expense in Restated Consolidated Statement of Profit and Loss over the lease term.
a. The carrying amounts of right-of-use assets recognised and the movements during the period/year:
Buildings
Gross carrying value
As at April 1, 2021 6,006.08
Additions 3,550.57
Disposal/ Derecognition during the year (3,020.07)
Reclass of prepaid expense to security deposit on account of vacation of premises as per Ind As 109 (88.76)
As at March 31, 2022 6,447.82
Additions 3,292.75
Disposal/ Derecognition during the year (1,699.20)
Reclass of prepaid expense to security deposit on account of vacation of premises as per Ind As 109 (25.59)
As at March 31, 2023 8,015.78
Additions 1,186.14
Disposal/ Derecognition during the period (700.28)
As at June 30, 2023 8,501.64
As at April 1, 2023 8,015.78
Additions 3,509.35
Impact of business combination 113.16
Disposal/ Derecognition during the year (1,878.15)
As at March 31, 2024 9,760.14
Additions 863.99
Disposal/ Derecognition during the period (552.71)
As at June 30, 2024 10,071.42
Buildings
Accumulated depreciation
As at April 1, 2021 1,665.59
Charge for the year 901.88
Disposal/ Derecognition during the year (846.59)
Impact of remeasurement 104.80
As at March 31, 2022 1,825.68
Charge for the year 1,442.17
Disposal/ Derecognition during the year (710.32)
As at March 31, 2023 2,557.53
Charge for the period 438.32
Disposal/ Derecognition during the period (164.50)
As at June 30, 2023 2,831.35
As at April 1, 2023 2,557.53
Charge for the year 1,887.85
Disposal/ Derecognition during the year (563.23)
As at March 31, 2024 3,882.15
Charge for the period 538.04
Disposal/ Derecognition during the period (275.74)
As at June 30, 2024 4,144.45
Net carrying value
As at March 31, 2022 4,622.14
As at March 31, 2023 5,458.25
As at June 30, 2023 5,670.29
As at March 31, 2024 5,877.99
As at June 30, 2024 5,926.97
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346
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
40 Leases (Contd..)
b. The carrying amounts of lease liabilities (included under financial liabilities) and the movements during the period/year:
Amount in ₹
Lease liabilities:
As at April 1, 2021 4,782.29
Additions 3,430.08
Deletions (2,408.47)
Accretion of interest 443.96
Payment (1,061.10)
Impact of remeasurement (104.66)
As at March 31, 2022 5,082.10
Additions 3,203.96
Deletions (1,136.21)
Accretion of interest 561.88
Payment (1,715.73)
As at March 31, 2023 5,996.00
Additions 1,175.37
Deletions (510.45)
Impact of lease modification (42.20)
Accretion of interest 165.37
Payment (525.94)
As at June 30, 2023 6,258.15
As at April 1, 2023 5,996.00
Additions 3,422.06
Deletions (1,252.96)
Impact of lease modification (111.80)
Impact of business combination 113.20
Accretion of interest 601.74
Payment (2,238.20)
As at March 31, 2024 6,530.04
Additions 843.71
Deletions (337.55)
Accretion of interest 148.70
Payment (628.73)
As at June 30, 2024 6,556.17
Current and non-current classification:
As at As at As at As at As at
June 30, 2024 June 30, 2023 March 31, 2024 March 31, 2023 March 31, 2022
Current liability 1,847.34 1,484.76 1859.45 1,550.23 995.43
Non-current liability 4,708.83 4,773.39 4670.59 4,445.77 4,086.67
6,556.17 6,258.15 6,530.04 5,996.00 5,082.10
c. The amounts recognised in Restated Consolidated Statement of Profit and Loss:
Three months Three months
Year ended Year ended Year ended
ended ended
March 31, 2024 March 31, 2023 March 31, 2022
June 30, 2024 June 30, 2023
Depreciation expense of right-of-use assets (Refer note 27) 538.04 438.32 1,887.85 1,442.17 901.88
Interest expense on lease liabilities (Refer note 26) 148.70 165.37 601.74 561.88 443.96
Gain on termination of Leases (Refer note 23) (76.23) (6.33) (73.25) (167.74) (246.34)
610.51 597.36 2,416.34 1,836.31 1,099.50
Note: Refer Restated Consolidated Statement of Cashflows for the details on cashflow with respect to leases.
Three months Three months
Year ended Year ended Year ended
ended ended
March 31, 2024 March 31, 2023 March 31, 2022
June 30, 2024 June 30, 2023
d. Maturity analysis of lease liabilities - contractual undiscounted cash flows
Less than one year 2,248.78 2,203.81 2,264.29 1,756.81 1,567.76
One to five years 5,489.45 5,542.93 5,449.28 5,052.05 5,830.01
More than five years 45.68 495.23 94.50 551.20 564.54
7,783.91 8,241.97 7,808.07 7,360.06 7,962.31
e. Other disclosures
i. Expenses relating to short-term leases have been disclosed under rent expenses in note 28.
ii. The incremental borrowing rate of 8.50 % p.a.(June 30, 2023: 8.50% p.a, March 31, 2024: 8.50% p.a, March 31, 2023: 8.50% p.a, March 31, 2022: 9.50% p.a.) has been applied to lease liabilities
recognised in Restated Consolidated Statement of Assets and Liabilities.
347
Swiggy Limited (formerly known as Swiggy Private Limited, Bundl Technologies Private Limited)
Annexure VI - Notes to Restated Consolidated Financial Information
(All Amounts in ₹ Million, unless otherwise stated)
41 Compliance with FDI regulation:
The Group is not owned and is not controlled by resident Indian citizens. The Group has received foreign direct investment (“FDI”) up to ~85% of its paid-up share capital and resident Indian citizens do
not have the ability to appoint and remove the majority of the Group’s board of directors. Accordingly, the Group is required to comply with regulations applicable to Foreign Direct Investments.
FDI is governed by (collectively, “Exchange Control Regulations”) (a) the Foreign Exchange Management Act, 1999 (including the rules and regulations made thereunder) (“FEMA”), (b)Foreign Exchange
Management (Non-debt Instruments) Rules, 2019 (Notification No. S.O. 3732(E) dated October 17, 2019) as amended from time to time (“NDI Rules”) , and (c) the consolidated FDI policy effective from
August 28, 2017 and issued by the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry (“DIPP”), as amended and restated from time to time including through various
‘Press Notes’ (“FDI Policy”).
The Group has evaluated the guidance above and has obtained a legal opinion from the external legal counsel to conclude that the Group conducts its businesses under various categories namely ‘sale
of services through e-commerce’ and ‘sale of goods through e-commerce’ amongst others. Accordingly, the conditions enumerated in Press Note No. 2 (2018 Series) dated December 26, 2018 (“PN2”)
read with Notification No. FEMA. 20(R) (6)/2019-RB dated January 31, 2019 and Press Note No. 3 (2016 Series) dated March 29, 2016 (“PN3”) are not applicable to the Group whilst undertaking business
under the ‘sale of services through e-commerce’ category. Accordingly, the Group has not determined any possible exposure on account of compliance with conditions enumerated under PN2 and PN3.
In relation to the business activities relating to ‘sale of goods through e-commerce’, the Group duly complies with the conditions set forth under the FDI Policy including PN2.
42 Additional information pursuant to para 2 of general instructions for the preparation of Restated Consolidated Financial Information:
A. Three months ended June 30, 2024
Share in other comprehensive
Net assets Share in profit and loss Share in total comprehensive loss
income/ (loss)
₹ in Million % ₹ in Million % ₹ in Million % ₹ in Million %
Parent
Swiggy Limited * 87,732.68 117.84% (4,974.62) 81.42% 51.56 98.70% (4,923.06) 81.27%
Indian subsidiaries
Scootsy Logistics Private Limited (5,064.12) -6.80% (1,160.50) 18.99% 0.68 1.30% (1,159.82) 19.15%
Supr Infotech Solutions Private Limited (9,745.95) -13.09% (175.16) 2.87% - 0.00% (175.16) 2.89%
Indian associate
Loyal Hospitality Private Limited 602.68 0.81% (0.90) 0.01% - 0.00% (0.90) 0.01%
Consolidation adjustment 924.63 1.24% 201.11 -3.29% - 0.00% 201.11 -3.32%
Total 74,449.92 100.00% (6,110.07) 100.00% 52.24 100.00% (6,057.83) 100.00%
B. Three months ended June 30, 2023
Share in other comprehensive
Net assets Share in profit and loss Share in total comprehensive loss
income/ (loss)
₹ in Million % ₹ in Million % ₹ in Million % ₹ in Million %
Parent
Swiggy Limited * 95,050.95 109.75% (4,728.44) 83.83% 12.13 96.50% (4,716.31) 83.80%
Indian subsidiaries
Scootsy Logistics Private Limited (7,838.88) -9.05% (981.75) 17.40% (0.58) -4.61% (982.33) 17.45%
Supr Infotech Solutions Private Limited (8,866.93) -10.24% (323.40) 5.73% 1.02 8.11% (322.38) 5.73%
Indian associate
Loyal Hospitality Private Limited 664.72 0.77% (5.00) 0.09% - 0.00% (5.00) 0.09%
Consolidation adjustment 7,596.11 8.77% 397.75 -7.05% - 0.00% 397.75 -7.07%
Total 86,605.97 100.00% (5,640.84) 100.00% 12.57 100.00% (5,628.27) 100.00%
C. Year ended March 31, 2024
Share in other comprehensive
Net assets Share in profit and loss Share in total comprehensive loss
income/ (loss)
₹ in Million % ₹ in Million % ₹ in Million % ₹ in Million %
Parent
Swiggy Limited * 90,062.61 115.59% (18,880.32) 80.33% 935.65 99.23% (17,944.67) 79.54%
Indian subsidiaries
Scootsy Logistics Private Limited (6,987.66) -8.97% (4,239.72) 18.04% (4.05) -0.43% (4,243.77) 18.81%
Supr Infotech Solutions Private Limited (9,570.79) -12.28% (1,086.42) 4.62% 11.33 1.20% (1,075.09) 4.77%
Indian associate
Loyal Hospitality Private Limited 603.58 0.77% (66.14) 0.28% - 0.00% (66.14) 0.29%
Consolidation adjustment 3,806.87 4.89% 770.17 -3.27% - 0.00% 770.17 -3.41%
Total 77,914.61 100.00% (23,502.43) 100.00% 942.93 100.00% (22,559.50) 100.00%
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