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SWIGGY LTD.

20 December 2024 | 12:00

Industry >> E-Commerce/E-Retail

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ISIN No INE00H001014 BSE Code / NSE Code 544285 / SWIGGY Book Value (Rs.) -33.78 Face Value 1.00
Bookclosure 52Week High 613 EPS 0.00 P/E 0.00
Market Cap. 133736.03 Cr. 52Week Low 391 P/BV / Div Yield (%) -17.69 / 0.00 Market Lot 1.00
Security Type Other

NOTES TO ACCOUNTS

You can view the entire text of Notes to accounts of the company for the latest year
Year End :2024-03 

Details of investments

5.1 During the year ended March 31, 2024, the Company carried out an investment in the form of ESOP cross charge to the employees of SuprDaily ("SuprDaily") amounting to ^ 52,79 Million (March 31, 2023; ^ 126,06 Million). As on March 31, 2024, The Company had assessed the carrying value of the investment amounting to ^ 52.79 Million (March 31, 2023: ^ 126 06 Million) and based on the future operational plan, projected cashflows and valuation carried out, the entire investment has been impaired The Company has impaired the total investment (including ESOP cross charge) in SuperDaily amounting to ^ 5,087.78 Million as at March 31, 2024 (March 31, 2023; ^ 5,034.99 Million)

During the year ended March 31, 2024 Company has carried out an investment of ^ 256.77 Million (March 31, 2023: * 30.33 Million) in the form of ESOP cross charge to the employees of Scootsy Logistics Private Limited ("Scootsy'1) and also the Company has carried out equity Infusion through subscription of equity shares amounting to ^ 3,900 00 Million,

5.2 During the year, based on the future operational plan, the projected cashflows and management valuation carried out, the Company had re-assessed the carrying value of its investment of ^ 1,022.53 Million in Scootsy and has reversed the impairment carried out during the year ended 31 March 2020 (refer note 28)

5.3 On March 1, 2023, the Company sold one of it’s 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 Company has received 6,89,358 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 Company to appoint director, the Company has significant influence over the investment in accordance with Ind AS 28 'Investments in Associates and Joint Ventures'. On account of this sale, the Company has recorded a gain of ^ 533 67 Million in the statement of profit and loss during the year ended March 31, 2023

As at March 31, 2024, there is no cnange in the fair value of the aforesaid investment and accordingly, no gain/ loss has been recorded,

5.4 During the year ended March 31, 2022, the Company had acquired 5% of shareholding in Urbanpiper Technology Private Limited ("Urbanptper") for a total consideration of ^ 373 88 Million, The CCCPS are designated as FVTOCI as they are not held for trading purpose and are not in similar line of business as the Company. Further, disclosing their fair value fluctuation in profit or loss will not reflect the purpose cf holding

During the year ended March 31, 2023, the Company had recorded FVTOCI loss in the statement of profit and loss amounting to ^ 95.86 Million on account of changes in the fair value of shares (Refer note 37). As at March 31, 2024, there is no change in the fair value of the aforesaid Investment and accordingly, no gain/ loss has been recorded.

5.5 During the year ended March 31, 2023, the Company has acquired 199,948 Series D CCPS shares and 10 equity shares in Roppen Transportation 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 Company 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 Company 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 Company has extended the waiver till 31 December 2025 ("Waiver") Basis such waiver of rights, the Company 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 Company has recognised the investments in Rapido as an investment at FVTOCI. Basis the fair valuation of the aforesaid investment, during the year, the Company has recorded FVTOCI gain in the Standalone Statement of Profit and Loss amounting to ^ 931,68 Million (March 31, 2023; Nil) (Refer note 37).

5.6 The Company, as part of its treasury operations, invested in commercial papers aggregating to ^ 598.15 Million, with ‘Infrastructure Leasing and Financial Services Limited and its subsidiary1 (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 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.

6.1 During the year ended March 31, 2024, the Company has given Intercompany Deposit (ICD) amounting to ^ 1,360,00 Million (March 31, 2023: * 2,110 07 Million) to SuprDaily, ^ Nil (March 31, 2023; ^ 11,667 09 Million) to 5cootsy and ^ 768.20 Million (March 31, 2023: NA) to Lynks in accordance with terms of ICD agreement entered between company and its subsidiaries. The ICDs carries an interest rate of 8,60% p a and is receivable at maturity of six years. Scootsy repaid [CDs amounting to ^ 2,564 18 Million (March 31, 2023: Nil) during the year {Refer nore 34). On December 25, 2023, the business of Lynks was transferred as 3 going concern on a slump sale basis to Scootsy and accordingly, the aforesaid loan to Lynks was transferred to Scootsy.

As on March 31, 2024, the Company had assessed the carrying value of the ICD given to SuprDaily and based on the future operational plan, projected cashflows and valuation carried out, the entire carrying value of ICD (including accrued interest) related to Suprdaily amounting to ^ 1,752 93 Million (March 31, 2023; ^ 2,110.07 Million) has been impaired (Refer note 28) _ .

6 2 Includes interest receivable on ICDs from subsidiary companies amounting to ^ 796.99 Million (net of impairment ^ 392.93 Million) ended March 31, 2023: K 1,024.85 million interest receivable on ICDs had been grouped under Other financial assets in the Standalone

(Refer note 11). _ \***Ttt

8 2 No trade or other receivable are due from directors or other officers of the company 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 38(b)(1) for further details on trade receivables.

8.3 Trade receivables are non - interest bearing and are generally on terms of 0 to 60 days.

* The Company maintains online payments received from customers in a separate account. For the previous year ended March 31, 2023: ^ 2,125 17 million was not recorded in the cash and bank in the standalone financial statements, as these are collected on behalf of restaurant merchants and are not pertaining to the balances of the Company as the money was held in trust by the Company, accordingly the same had been adjusted against amount payable to merchants (Refer note 17).

During the year, pu<3iCD£fc^{egu!atorY clarification and communication from banks, the nodal accounts were converted into a current account and accordingly, the amounts under "Balance with banks - in current accounts" Accordingly, no balance has been netted off with "Amount payable to

merchant" .//aV'

t0 Represents the margin money deposits with banks as security against term loans/ overdraft/creditcard/bank guarantee facilities.

1,11 Net off allowances for doubtful receivable of ^ 6.77 Million (March 31, 2023: Nil) For the previous year ended March 31, 2023: ^ 945 38 million amount recoverable from payment gateways had been grouped under Trade receivables in the standalone financial statements.

(llllForthe previous year ended March 31, 2023, includes interest receivable on ICDs from subsidiary companies amounting to ^1,024.85 million During the year, the same has been grouped under Loans in the Standalone financial statements (Refer note 6).

t,w| The Company has incurred expenses of ^ 119.89 Million during the year ended March 31, 2024 towards proposed Initial Public Offering ("IPO") of its equity shares. The Company expects to recover proportionate amount from the selling shareholders.

* Net off allowances for doubtful advances cf ^ 21,28 Million (March 31, 2023: ^ 15 68 Million)

** Includes ^ 104 48 Million as amount paid under protest towards dispute on GST input credit (March 31, 2023: ^ 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 Company and had directed the department to refund the entire amount to the Company, of which the Company had received ^ 170.67 Million till the year ended March 31, 2024 (March 31, 2023: ^ 94.82 Million),

(b) Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of ^ 1.00 per share (March 31r 2023; ^ 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 share holders 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 (March 31, 2023: t 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 (March 31, 2023: ^ 10,000 00) and 0 01% Bonus CCCPS having a par value of ^ 1,000.00 per share (March 31, 2023: ^ 1,000 00). AH 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 prooosed 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 out 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 eouity 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, shail 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.

(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 32 for details.

(f) Information regarding issue of shares in the last five years:

i On August 29, 2023, the Company acquired 100% of shareholding in Lynks Logistics Limited ("Lynks") for a consideration of ^ 3,855 39 Million, the consideration was 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

ii. During the year ended March 31, 2023, the Company 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 42}

ill. During the year ended March 31, 2022, the Company had issued and allotted 163,105,600 compulsory 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 Company 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 Company 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 Director of the Company.

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 (ESOPs) to employees of the Company and its subsidiary companies, under Swiggy ESOP 2015 (formerly known as Bundl ESOP 2015) and Swiggy ESOP 2021 (formerly known as Bundl ESOP 2021).

Retained earnings

Retained earnings are the profit /(loss) that the Comcany has earned/incurred till date, less any transfers to other reserves, dividends or Qlhoccfctrlbutions oaid to shareholders. Retained earnings is a free reserve available to the Company and eligible for distribution to shareholders, in caspj; A positive

balance representing net earnings till date. ^^___

Other comprehensive income if\

Other comprehensive income includes re-measurement (loss) / gain on defined benefit clans, net of taxes that will not be rec<dsflMto statement and

loss and equity instruments fair valued through other comprehensive income, net of taxes. >/ * J u

21.1. 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 Company's rights to consideration for work completed but not billed at the reporting date.

21.2 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 Company.

29 Earnings per share

Basic Earnings Per Share (EPS) and Diluted Earnings Per Share (EPS) amounts are calculated by dividing the loss for the year attributable to shareholders of the company by the weighted average number of equity shares outstanding during the year

(i) ESOPs outstanding as at March 31, 2024 and March 31, 2023 are anti-dilutive in nature and accordingly have not been considered for the purpose of calculation of EPS

(ii) The Company has corrected and revised the weighted average number of equity shares considered for calculation of loss per share (Basic and diluted), by giving effect of conversion ratio with respect to compulsorily convertible cumulative preference shares on fully dilutive basis (2,076,814316) along with vested and exercisable ESOPs (63,477,909) granted till date.

Further, since aforesaid correction does not impact/ change any reoorted balances of assets, liabilities and equity of the prior oeriod presented, the Company has not restated financial statements during the current year, also Refer note 45(b).

31 Employment benefit plans

(a) Defined contribution plan

The Company makes contributions to provident fund, employee state insurance scheme contributions which are defined contribution plan for qualifying employees. Under the schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits The Company recognized ^ 174.40 Million (March 31, 2023: ^ 129.56 Million) for provident fund contribution and ^ 3.01 Million (March 31, 2023: ^ 2.48 Million) for employee state insurance scheme contribution in the standalone statement of profit and loss.

(b) Defined benefit plan

The Company offers gratuity benefit to employees, a defined benefit plan, Gratuity plan is governed by the Payment of Gratuity Act, 1972. The Company's gratuity plan is unfunded and provides for a lump sum payment to vested employees at retirement, death while in emoloyment or on termination of employment of an amount equivalent to 15 days basic salary payable for each completed year of service. Vesting occurs upon completion of five continuous years of service.

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 (March 31, 2023: 4 years)

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 anotner as some of the assumptions may be correlated.

32 Employee Stock Option Plan (ESOP)

The Company has two ESOP schemes namely Swiggy ESOP 2015 (formerly known as Bundl ESOP 2015) and Swiggy ESOP 2021 (formerly known as Bundl ESOP 2021).

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 Extra Ordinary 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 date. These options would vest generally over 4 years from the date of grant based on the vesting conditions as per letter of grant executed between the Company and the employee of the Company. Option vested can be executed at the time of liquidity event as per the provisions outlined in the Swiggy ESOP 2015 (formerly known as Bundl ESOP 2015). Each option when exercised would be converted into 1,401 fully paid-up equity share of ^ 1.00 each cf the Company but not exceeding 148,787,115 resultant equity shares.

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 Extra Ordinary 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 I NR 1 each of the Company but not exceeding 346,72,509 resultant equity shares.

During the year ended March 31, 2022 ,the Company had issued bonus shares in the ratio of 1400:1 to all the existing shareholders whose names appear in the register of members of the Company 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).

The following table summarises the movement in stock option granted and weighted average exercise price (WAEP) during the year:

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 year ended March 31, 2022, the Company had launched Swiggy Liquidity Program ("SLP” or "Program") to provide liquidity to its eligible employees subject to certain conditions. As per the program the liquidity is being carried out in two rounds i.e. curing July, 22 and July, 23. Liquidity price would be fair market value (FMV) at the time of liquidity, facilitated by the Company preferably through a secondary market sale or internal company 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 Company had facilitated the first round of liquidity during July, 2022 for the eligible employees, accordingly a cost of ^ 641.38 Million for 3,363 options pertaining to first round of liquidity scheme and ^ 1,200 68 Million for 7,299 options pertaining to second round of liquidity scheme has been recognised in the standalone financial statements. The Company has also facilitated the second round of liquidity in the quarter ended September 2023 for the eligible employees. Accordingly, an amount of ^ 155.19 Million for 6,283 options on account of actualisation has been recognised as a credit to share based Dayment expense in the Standalone Statement of Profit and Loss (Refer note 24)

33 Commitments and contingencies

(a) Commitments

(i) Estimated amount of contracts remainingto be executed on capital account and not provided for:

As at March 31, 2024, the Company had commitment of ^ 13.30 Million (March 31, 2023: ^ 0 93 Million), net of advances towards the procurement of property, plant and equipment.

(b) Contingent liabilities

As at

As at

March 31,2024

March 31, 2023

Claims against the Company not acknowledged as debts:

a. Legal claims

1.21

31 20

1.21

31.20

b. 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 is in process of responding to the SCNs. 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

c. Other than the matter disclosed above, the Company 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 Company, 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 Company's financial position and results of operations

The Company prepares the standalone financial statements along with the consolidated financial statements. In accordance with Ind AS 108, Operating segments, the Company has disclosed cne segment information in the consolidated financial statements and is exempt from disclosing segment information in the standalonefinanciai statements.

For the purpose of Company's capital management, capital includes subscribed capital (equity and preference), securities premium and all other equity reserves attributable to the owners of the Company. The primary objective of the Company’s capital management is to safeguard the Company'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 Company is predominantly equity financed, which *s evident from the capital structure below The Company 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 Company is not subject to any externally imposed capital requirements.

(b) Valuation technique to determine fair value

37.1 The carrying value of these financial assets and liabilities in the financial statements are considered to be the same as their fair value, due to their short term nature.

37.2 The carrying value of these financial assets and liabilities in the financial statements are carried at amortised cost. The fair value of Investments in Ncn-Convertibie Debentures(NCDs)/Bonds For the year ended March 31, 2024 is amounting to R 9,260.54 Million (March 31, 2023: ^ 9,853.10 Million).

37.3 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-

37 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 issuagjSBi^deem such units from the investors.

37 5 Lease liabilities are recognised based on the present value of the remaining lease payments.

37 6 The fair values of the unquoted investments in equity instruments have been estimated using one or more of the valuation technifLOQAich as Discoura^Tj cash flow method ( "DCF"), Comparable companies multiples method ("CCM"), Option pricing backsolve method ("OPM”) and ComparablaloroAan:es transacyaRlII multiples method ("CTM"). A vk N.

(c) Fair value hierarchy

Level i : Quoted prices (unadjusted) in active markets for identical assets or liaoilities.

Level 2 : Inputs other than quoted price included within Level 1 that are observable for the asset cr liability, either directly (i.s. 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)

The Company is exposed to various financial risks majorly Credit risk. Liquidity risk, Interest rate risk, Market risk and Equity price risk. The Company'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 Company s exposure to foreign currency exchange rate risk is very limited, as the Company doesn't have any significant foreign exchange transactions Further, the company s investments are primarily in fixed rate interest bearing investments. Accordingly, the Company 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. The Company has no debt obligation during the current year. 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 Comoany 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 Company through credit approvals, established credit limits and continuously monitoring she creditworthiness of customers to which the Company grants credit in the normal course of business

i) Trade receivables

Trade receivables consists of receivables from large number of unrelated restaurant partners and online payment partners. The Company'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 Company operates with known online payment partners, these are short term and carried very low credit risk at the reporting date. The Company's trade receivables are non-interest bearing and generally carries credit period of 0 to 60 days. The Company does not have significant credit risk exposure to any single counterparty. The Company does not hold collateral as security

As per Ind AS 109, the Company uses the expected credit loss model to assess the impairment loss. In determining the impairment allowance (allowance for doubtful debts), the Company 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 27 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 Company.

Outstanding customer receivables are regularly and closely monitored basis the historical trend, the Company 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 or sales recognised including those that are currently less than 180 days outstanding, the total provision of 3 507.10 Million (March 31, 2023: * 684.06 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 Company's treasury department in accordance with the Company'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 paoers 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 Company's Audit Committee on periodic basis.

The Company s maximum exposure to credit risk for the components of the balance sheet is the carrying amounts as illustrated in note 5 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 company level using daily liquidity reports and regular cash forecast reports to ensure adequate distribution. The Company believes that cash and cash equivalents and current investments are sufficient to meet its current requirements, accordingly, no liquidity risk is osrceived.

Tne Company has entered into lease contracts for premises to use it for commercial purpose to carry out it 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 Company also has certain eases of buildings (temporary spaces) with lease terms of 12 months or less. The Company 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 and low-value assets are recognised on a straight-line basis as an expense in statement of profit and loss over the lease term.

e. Other disclosures

i. Expenses relating to short-term leases have been disclosed under rent expenses in note 27.

il. The incremental borrowing rate of 8 50 % p.a.(March 31, 2023:8.50 % p.a) has been applied to lease liabilities recognised in balance sheet.

40 Corporate Social Responsibility ('CSR') activity

As per Section 135 of The Company's Act, 2013, a Corporate Social Responsibility {'CSR') committee has been formed by Company. The primary function of the committee is to assist the Board of Directors in formulating a CSR policy and review the implementation and progress of the same from time to time The CSR policy intends to adopt the CSR activities mentioned in the Schedule VII of the Company's Act, 2013. The Company has incurred losses during the three immediately preceding financial years and accordingly, is not required to spend any amount for CSR purpose.

41 Compliance with FDI regulation:

The Company is not owned and is not controlled by resident Indian citizens. The Company 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 Company's board of directors. Accordingly, the Company 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 poiicy 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 Company has evaluated the guidance above and has obtained a legal opinion from the external legal counsel to conclude that the Company conducts its businesses under various categories namely 'sale of services througn 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 Company whilst undertaking business under the 'sale of services through e-commerce' category. Accordingly, the Company 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 Company duly complies with the conditions set forth under the FDI Policy including PN2.

42 Acquisition of businesses

(a) Acquisition of Lynks Logistics Limited

On August 29, 2023, the Company has acquired Lynks Logistics Limited ("Lynks") for a purchase consideration of ^ 3,855,39 Million in a swap share agreement with the existing shareholders of Lynks, pursuant to which the Company nas issued 10,721,700 fully paid up Series K1 CCCPS (face value ^ 10,00) shares in exchange has acquired 2,235,937,371 fully paid up equity shares of face value of ^ 1 00 each representing 1C0% of shareholding of Lynks. Subsequently, on December 25, 2023, Scootsy acquired Lynks from the Company in a common control arrangement for a cash consideration of ^ 3,855.39 Million.

Lynks Is engaged in the business of authorised distribution of fast-moving consumer goods to kirana stores, small retailers etc

(b) Acquisition of Dine out during the year ended March 31,2023

On July 1, 2022, the Company acquired restaurant technology and dining out platform 'Dineout' as a going concern on a slump exchange basis from Times Internet Limited for a purchase consideration of ^ 6,445.64 Million in exchange of 18,011,135 fully paid up equity shares of the Company pursuant to the Business Transfer Agreement ('BTA'J dated May 12, 2022.

Dineout is engaged in providing the following services: (i) discovery and table reservation with respect to various restaurants; {ii) event organization and curation;

(iii) software and marketing solutions to various restaurants on a B2B basis. The Company acquired Dineout as it enlarges the restaurants relationships and enables customer to access dining and event services through the existing application platform.

From the date of acquisition till the year ended March 31, 2023, acquired business has contributed ^ 775.20 Million of revenue and ^ 1,754.56 Million to the loss from operations of the Company. If the combination had taken place at the beginning of the year ended March 31, 2023, revenue from operations would have been ^ 46,802.99 Million and the loss for the year would have been n. 37,817.94 Million.

The goodwill of T 3,148 59 Million comprises the value of synergies arising from the acquisition. None of the goodwill recognised is expected to be deductible for income tax purposes. Other intangible assets recognised are eligible for deduction for income tax purposes.

The Company incurred acquisition-related costs of ^ 7.73 Million on legal fees and due diligence costs. These costs have been included in 'legal and professional fees' under 'other expenses' (Refer note 271

The purchase price has been allocated based on the Management's estimates and independent appraisal of fair value.

The Company issued 18,011,135 equity shares (face value of ^ 1.00 each) as a purchase consideration for acquisition of the undertaking. The fair value of the share is calculated with reference to the valuation of the shares of the Company as at the date of acquition, which was T 357.87 each. The fair value of the consideration given was therefore ^ 6,445.64 Million.

44 Other statutory information:

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property

(ii) The Company does not have any transactions with companies struck off.

(iii) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly fend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

(vi’1) The Company has not made any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961

(viii) The Company has no borrowings from banks anc financial institutions, accordingly the quarterly returns or statements to be filed by the Company with the banks and financial institutions are not applicable.

(ix) None of the entities in the Company have been declared wilful defaulter by any bank or financial institution or government or any government authority

(x) The Company has complied with the number of layers prescribed under the Companies Act, 2013.

(xi) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

45 Other notes

a Subsequent events

(i) Pursuant to the resolution passed by the Nomination and Remuneration committee and Board on March 22, 2024 and April 1, 2024 and the resolution oassed by shareholders of the Company on April 3, 2024, the Company has adopted the Swiggy E50P 2024 plan. The unallocated stock options of the existing ESOP plan would effectively be available under the new Swiggy E50P 2024 plan.

00 Pursuant to the resolution passed by the Finance and General Management Committee of the Board on April 3, 2024, the Company has converted 3,12S,000 Bonus CCCPS of ^ 1,000.00 each into 5,000,000 Equity shares of ^ 1.00 each in the ratio of 1:1.6 to Mr. 5ri Harsha Majety and 1,700,000 Bonus CCCPS of ^ 1,000.00 each into 1,700,000 Equity shares of ^ 1.00 each in the ratio of 1:1 to Mr. Lakshmi Nandan Reddy Obu).

(iii) On April 26, 2024, the Company has filed with the Securities and Exchange Board of India ("SEBI"), pre-filing draft red herring prospectus. The offer is being made pursuant to Regulation 6(2) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("SEBi ICDR Regulations").

b Restatement of earnings per share

The Company has corrected and revised the weighted average number of equity shares considered for calculation of loss per share (Basic and diluted), by giving effect of conversion ratio with respect to compulsorily convertible cumulative preference shares on fuity dilutive basis (2,076,814,816) along with vested and exercisabie ESOPs (63,477,909) granted till date.